SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

     (Mark One)

     [ X ] Annual  report  pursuant  to  Section  13 or 15(d) of the  Securities
     Exchange Act of 1934

     For the fiscal year ended January 1, 2000

     [ ]  Transition  report  pursuant to Section 13 or 15(d) Of The  Securities
     Exchange Act of 1934

     For the transition period from ______ to _____

     Commission File Number: 1-1790

                             DI GIORGIO CORPORATION
             (Exact name of registrant as specified in its charter)

                 Delaware                                       94-0431833
       (State or other jurisdiction                          (I.R.S. Employer
    of incorporation or organization)                  Identification Number)

           380 Middlesex Avenue
           Carteret, New Jersey                                    07008
 (Address of principal executive offices)                       (Zip Code)
                                 (732) 541-5555
              (Registrant's Telephone Number, Including Area Code)


     Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class                                   Name of Each Exchange
                                                             On Which Registered
           NONE                                                        NONE


     Securities registered pursuant to Section 12(g) of the Act:
                                      NONE
                                (Title of Class)


   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. [ ]

   As of February 18, 2000,  there were  outstanding  78.1158  shares of Class A
Common Stock and 76.8690  shares of Class B Common Stock.  The aggregate  market
value of the voting stock held by non-affiliates of the registrant is $0 because
all voting stock is held by affiliates of the registrant.


<PAGE>



                                     PART I



ITEM 1.  BUSINESS.

Overview

Di  Giorgio  Corporation  (the  "Company")  is one of  the  largest  independent
wholesale food distributors in the New York City metropolitan area, which is one
of the largest  retail food  markets in the United  States.  Across its grocery,
frozen and refrigerated product categories,  the Company supplies  approximately
17,300 food and non-food items (excluding certain cross-docked items), comprised
predominantly  of  national  brand  name  items,  to more  than  1,700  customer
locations.   The  Company  serves  supermarkets,   both  independent   retailers
(including members of voluntary cooperatives) and chains principally in the five
boroughs of New York City, Long Island,  New Jersey and, to a lesser extent, the
greater  Philadelphia area. Over 900 grocery,  frozen and refrigerated items are
offered with the Company's  White Rose(TM)  label.  The White Rose(TM) label has
been  established for over 113 years and is well recognized in the New York City
metropolitan  area.  For the year ended  January 1, 2000,  the Company had total
revenue of $1,413.8  million,  net income of $9.7 million and EBITDA (as defined
herein) of $41.1 million, representing an increase from the prior year of 18.1%,
120.8% and 30.1% (when  excluding a one-time  $7.2 million  other income item in
fiscal 1998), respectively.

Formed in 1920, the Company was acquired in 1990 by a corporation  controlled by
Arthur  M.  Goldberg,  the  Company's  current  Chairman,  President  and  Chief
Executive  Officer (the "1990  Acquisition").  Since the 1990  Acquisition,  Mr.
Goldberg  and his  management  team  have  implemented  a  strategy  focused  on
enhancing  productivity,   growing  through  the  acquisition  of  complementary
businesses,  identifying and developing internal growth, as well as, new revenue
opportunities  and  promoting  brand name  recognition  of the  Company's  White
Rose(TM) label.

In addition,  the Company has  developed an internet  product which is currently
being  distributed to retail  supermarkets  in the New York  Metropolitan  area.
EasyGrocer.com  allows  anyone  connected  to the internet to order from a local
supermarket's  entire inventory for either delivery or pickup. (See "Products").
In February 2000, the Company also re-entered the business of distributing fresh
meat,  poultry and  seafood to certain of its  customers  through  its  existing
refrigerated warehouse facilities.


Products

General.   Management   believes  that  the  distribution  of  multiple  product
categories  gives the Company an  advantage  over its  competitors  by affording
customers the ability to purchase grocery, frozen and refrigerated products from
a single  supplier.  In addition  to its large  selection  of multiple  category


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<PAGE>

items,  the Company is able to merchandise  its  well-recognized  White Rose(TM)
label consistently across all three categories of products. White Rose(TM) label
sales  represented  approximately  3.5%  of 1999  sales.  While  some  customers
purchase items from all three product lines, others purchase items from only one
or two product lines.

Products are sold at prices which reflect the manufacturer's stated price plus a
profit  margin.  Prices are  automatically  adjusted on a regular basis based on
vendor pricing.

White Rose(TM) Label. The White Rose(TM) label is a brand recognized for quality
merchandise across over 900 grocery,  frozen and refrigerated  products, and has
been  marketed in the New York  metropolitan  area for over 113 years.  Products
under the White Rose(TM)  brand are formulated to the Company's  specifications,
often by national  brand  manufacturers,  and are  subject to random  testing to
ensure quality.  The White Rose(TM) brand allows independent retail customers to
carry a recognized  label across numerous  product lines similar to chain stores
while providing consumers with an attractive alternative to national brands. The
Company believes that White Rose(TM) labeled products  generally  produce higher
margins for its customers than national brands, and help the Company attract and
retain customers.

Customer Support Services. The Company offers a broad spectrum of retail support
services,  including  advertising,  promotional  and  merchandising  assistance;
retail operations counseling; computerized ordering services; technology support
including front-end  equipment;  insurance and coupon redemption  services;  and
store  layout  and  equipment  planning.   Recently,  the  Company  added  store
engineering, sanitation and security services. The Company has a staff of retail
counselors who visit stores on a regular basis to both represent the Company and
to advise store  management  regarding their  operations.  Most of the Company's
customers  utilize  computerized  order  entry,  which  allows them to place and
confirm orders 24 hours a day, 7 days a week. The Company's  larger  independent
and chain customers generally provide their own retail support.

The Company periodically  provides financial assistance to independent retailers
by providing (i) financing for the purchase of new grocery store locations; (ii)
financing  for the purchase of  inventories  and store  fixtures,  equipment and
leasehold  improvements;   and/or  (iii)  extended  payment  terms  for  initial
inventories.  The primary  purpose of such  assistance  is to provide a means of
continued  growth for the Company  through  development  of new  customer  store
locations  and  the  enlargement  and  remodeling  of  existing  stores.  Stores
receiving  financing  purchase  the  majority  of  their  grocery,   frozen  and
refrigerated  inventory  requirements from the Company.  Financial assistance is
usually in the form of a secured,  interest-bearing  loan,  generally  repayable
over a period of one to three  years.  As of  January  1,  2000,  the  Company's
customer  financing  portfolio had an aggregate  balance of approximately  $18.3
million.  The  portfolio  consisted  of  approximately  68 loans with a range of
$1,000 to $4.3 million.

Under the Company's insurance program,  the Company offers customers the ability
to purchase  liability,  property and crime  insurance  through a master  policy
purchased  by the  Company.  Through  its  technologies  division,  the  Company
distributes and supports  supermarket  scanning  (front-end)  equipment which is
compatible with the Company's information systems.

                                       2
<PAGE>

EasyGrocer.com

Through its website,  EasyGrocer.com,  the Company has  developed a  proprietary
electronic  commerce  system with the specific  needs of its customers and their
retail consumer in mind. The program, which currently covers all of Manhattan is
now  being  introduced  into the other  boroughs  of New York  City,  as well as
Northern New Jersey, Nassau County, Suffolk County and Westchester County in New
York.  It allows  consumers to do their grocery  shopping  online 24 hours a day
from the  convenience  of their home or  office.  Unlike  many  other  services,
EasyGrocer.com  is a  network  of  local  grocery  merchants  familiar  with the
specific needs,  including  ethnic products,  of their community.  Consumers are
able to shop the full inventory of specific  stores they have  frequented in the
past. All products offered by the supermarket are included, including groceries,
meat,  produce,  dairy,  frozen food and health and beauty  aids.  Orders may be
delivered or picked up at the store.

EasyGrocer.com derives recurring revenue from the following sources:
i)       per order charges to the participating stores
ii)      monthly maintenance charges from the participating stores
iii)     advertising  from  product  manufacturers  for product  images,  banner
         advertising, product placement, and specials

EasyGrocer.com  also charges stores a one time set up fee upon installation.  In
addition, it has established information  partnerships with leading manufactures
for which it receives  revenue.  The Company  intends to enter other  geographic
markets with EasyGrocer.com,  either by operating the system itself or licensing
the technology to third parties.

The updated EasyGrocer.com web site became fully operational on January 3, 2000.
Among its features are the following:

o  Easy to navigate front page presents options in an understandable fashion
o  Full advertising  support including weekly specials,  product images,  banner
   advertising and information
o  Easy to use "My EasyGrocer"  membership  feature allows members to have their
   own home page with favorite stores, multiple shopping lists, etc.
o  Multiple price support for frequent shopper programs
o  Detailed on-line help and instructions
o  Order  status  update  allows  consumers  to monitor and edit orders  already
   submitted
o  Improved  scheduling  allows  consumers  to place  orders  up to two weeks in
   advance

Once on-line,  the consumer is presented with a list of participating stores and
the  entire  selection  of  products  offered  by  those  stores.  Just  as in a
supermarket,  weekly specials can be offered to internet customers. Employees of
the store will select the order and will either  deliver to or have it available
for  pickup by the  consumer.  Payment  will be by means of secure  credit  card
transmission  over the  internet.  Electronic  mailing of ad flyers and coupons,
specifically  geared to a particular  shopper's buying history, is contemplated.


                                       3
<PAGE>

The plan is to give the consumer the same  selection and  flexibility  as in the
supermarket, but with added convenience.

The  average  EasyGrocer.com  order size was $75 in  December  1999.  Management
believes  this  average  order  size is  significant  in that  it  represents  a
substantial  increase over the current  participating  stores'  average sale. In
considering growth strategies for  EasyGrocer.com,  the Company is considering a
variety of alliances,  marketing and advertising strategies.  These may take the
form of both  traditional  media campaigns,  such as billboards,  newspapers and
radio  advertising  campaigns,  as well as online ventures with leading internet
portals.


Markets and Customers

The Company's  principal  markets  encompass the five boroughs of New York City,
Long Island, New Jersey and, to a lesser extent, the greater  Philadelphia area.
The Company also has customers in upstate New York, Connecticut,  Massachusetts,
Pennsylvania  and  Delaware,  and is  evaluating  further  expansion  into those
markets.

The Company's  customers  include single and multiple store owners consisting of
chains and  independent  retailers  which  generally do not  maintain  their own
internal distribution operations for one or more of the Company's product lines.
Some of the Company's  customers are  independent  food  retailers or members of
voluntary  cooperatives which seek to achieve the operating efficiencies enjoyed
by supermarket  chains through common purchasing and advertising.  The Company's
customers  include  food markets  operating  under some of the  following  trade
names:  Superfresh,  Waldbaums,  Food  Emporium and A & P (all  divisions of The
Great  Atlantic  &  Pacific  Tea  Co.,  Inc.  "A&P");   Associated  Food  Stores
("Associated");  Gristedes  and Sloans  Supermarkets;  King Kullen;  Kings Super
Markets;  Quick Chek; Royal Farms;  Scaturros;  and Western Beef; as well as the
Met(R), Pioneer(R), Super Food and Foodtown cooperatives.

The Met(R) and  Pioneer(R)  trade names are owned by the Company,  however,  the
customers  using  the trade  names are  independently  owned and  operated.  The
Company and the customer  stores  operate as voluntary  cooperatives  allowing a
customer to take advantage of the benefits of advertising and merchandising on a
scale usually  available  only to large chains,  as well as certain other retail
support  services   provided  by  the  Company.   As  part  of  the  cooperative
arrangement,  these  customers  are  obligated to purchase the majority of their
grocery,  frozen food and refrigerated  product  requirements  from the Company,
thereby enhancing the stability of this portion of the Company's  customer base.
These customers  represented  approximately 15.7% and 13.6% of net sales for the
years ended January 2, 1999 and January 1, 2000,  respectively.  The decrease in
the percentage of net sales is strictly a result of higher overall Company sales
as both groups experienced increased annual sales from 1998 to 1999.

During  the  fifty-two  weeks  ended  January  1, 2000,  the  Company's  largest
customers,  A&P and  Associated,  accounted for  approximately  26.3% and 15.2%,
respectively,  of net sales, and the Company's five largest customers  accounted
for  approximately 56% of net sales. The Company and/or certain of its principal
executive officers have  long-standing  relationships with most of the principal


                                       4
<PAGE>

customers of the Company.  The loss of certain of these principal customers or a
substantial decrease in the amount of their purchases could be disruptive to the
Company's business.

Warehousing and Distribution

The  Company   presently   supplies  its  customers  from  three  warehouse  and
distribution  centers.  All three  facilities are equipped with modern equipment
for receiving, storing and shipping large quantities of merchandise.  Management
believes that the efficiency of its warehouse and  distribution  centers enables
the Company to compete effectively.  A warehouse and inventory management system
directs all aspects of the  material  handling  process from  receiving  through
shipping  generating  detailed cost  information  from which warehouse  personal
manage the workforce and flow of product, thus minimizing cost while maintaining
the highest service level possible.

The  Company's  trucking  system  consists  of 111  tractors  (all of which  are
leased),  341  trailers (of which 314 are leased) and 6 trucks (all of which are
leased). On approximately 20% of its deliveries,  the Company is able to arrange
"backhauls" of products from  manufacturers'  or other  suppliers'  distribution
facilities  located in the markets served by the Company,  thereby  enabling the
Company to reduce its procurement  costs. The Company regularly uses independent
owner/operators to make deliveries on an "as needed" basis to supplement the use
of its own  employees  and  equipment.  The Company  makes  approximately  1,000
deliveries  per  weekday  to  its  customers  with  a  combination  of  its  own
transportation fleet and that of third parties.

Due to the  different  storage  and  distribution  requirements  of  each of the
Company's  product  lines,  the Company  handles each product line in a separate
facility.  All of the Company's warehouse and distribution  facilities are fully
integrated   through  the  Company's   computer,   accounting,   and  management
information  systems to promote  operating  efficiency and  coordinated  quality
customer service.


Purchasing

The Company  purchases  products for resale to its customers from  approximately
1,175  suppliers  in the United  States and  abroad.  Brand  name  products  are
purchased   directly   from  the   manufacturer,   through  the   manufacturer's
representatives  or through food brokers by buyers in each  operating  division.
White Rose(TM) label and several customers' private label products are purchased
from producers,  manufacturers or packers who are licensed by the Company or the
specific  customer  The Company  purchases  products in large volume and resells
them in the smaller quantities  required by its customers.  Management  believes
that the Company has the purchasing power to obtain competitive volume discounts
from its suppliers.  Substantially all categories of products distributed by the
Company are available from a variety of  manufacturers  and  suppliers,  and the
Company  is not  dependent  on any  single  source  of supply  for any  specific
category,  however,  market conditions dictate that certain nationally prominent
brands,  available from single suppliers,  be available for distribution.  Order


                                       5
<PAGE>

size and frequency are determined by the Company's  buyers based upon historical
sales  experience,   sales  projections  and  computer  forecasting.   A  modern
procurement system provides the buying department with extensive data to measure
the movement and profitability of each inventory item, forecast seasonal trends,
and recommend the terms of purchases, including the practice of taking advantage
of situations when the manufacturer is selling an item at a discount pursuant to
a special  promotion,  an  industry  practice  known as "forward  buying".  This
system, which operates in concert with the warehouse management system, features
full electronic data interchange capabilities and accounting interfaces.


Competition and Trademarks

The wholesale food distribution  industry is highly competitive.  The Company is
one of the largest  independent  wholesale food  distributors to supermarkets in
the New York City metropolitan area. The Company's principal  competitors in all
three product categories, are C&S Wholesale Grocers, Inc., although it currently
concentrates its business on larger chains, and Bozzuto's,  Inc. Krasdale Foods,
Inc.  and  General  Trading  Co.  ("General  Trading")  are the  Company's  main
competitor with respect to grocery distribution, General Trading with respect to
refrigerated  distribution,  and  Southeast  Frozen Foods with respect to frozen
food  distribution.  As the Company expands into other  geographic  markets,  it
expects to compete with national distributors in all product categories.

The  Company  also  competes  with   cooperatives,   such  as  Key  Food  Stores
Co-operative  Inc.,  which provide  distribution  and support  services to their
affiliated  independent  retailers  doing business under trade names licensed to
them by the cooperatives. Unlike these competitors, the Company does not require
payment of capital contributions to the Company by retailers desiring to use the
Met(R) and Pioneer(R) names.

Management  believes  that the  principal  competitive  factors in the Company's
business  include price,  scope of products and services  offered,  distribution
service  levels,  strength  of private  label brand  offered,  strength of store
trademarks  offered and store financing  support.  Management  believes that the
Company  competes  effectively  by offering a full product  line,  including its
White  Rose(TM)  label,  retail support and financing  services,  its Met(R) and
Pioneer(R)  voluntary  cooperative  trademarks,   flexible  delivery  schedules,
competitive prices and competitive levels of customer services.

The  Company  believes  there is  significant  competitive  value  in its  White
Rose(TM) brand, as well as its Met(R) and Pioneer(R) names.


Seasonality

Typically, the fiscal fourth quarter is the Company's strongest quarter in terms
of  profitablity  with the fiscal third  quarter the weakest.  The third quarter
comparative  weakness has been  mitigated  somewhat by the  Company's  increased
sales outside of New York City.

                                       6
<PAGE>


Employees

As of January 31, 2000, the Company  employed  approximately  1,275 persons,  of
whom  approximately  685 were covered by collective  bargaining  agreements with
various International Brotherhood of Teamsters locals.

The  Company is a party to certain  collective  bargaining  agreements  with its
warehouse  and  trucking  employees  at  its  refrigerated  operation  (expiring
November  2000),  its grocery  operation  (warehouse  expiring  October 2002 and
trucking expiring May 2000) and its frozen operation (expiring January 2004).

Management believes that the Company's present relations with its work force are
satisfactory.


ITEM 2. PROPERTIES

The Company's  three  principal  warehouse and  distribution  facilities are set
forth below.

<TABLE>
<CAPTION>

     Location                       Use                  Square Footage            Lease Expiration
<S>                        <C>                                 <C>          <C>
Carteret, New Jersey       Groceries, Non-Perishables,      645,000         2018 (plus two 5-year
                           and executive offices                                  renewal options)
Woodbridge, New Jersey     Refrigerated                     200,000         2001 (plus four 5-year
                                                                                  renewal options)
Carteret, New Jersey       Frozen                           181,000         2018 (plus two 5-year
                                                                                  renewal options)
Westbury, New York         Computer center                   11,800         2007
</TABLE>


The  aggregate  operating  lease  rent  paid in  connection  with the  Company's
facilities was approximately $5.7 million in fiscal 1999.

The Carteret grocery division  distribution  facility  operates at approximately
90% of its current capacity and the refrigerated  division distribution facility
operates at 95% of its current capacity (both on a three shift basis), while the
frozen foods division distribution facility operates at approximately 90% of its
current  capacity (on a two shift basis).  Depending on the type of new business
introduced  (e.g. high turn product that is already slotted in inventory),  each
warehouse has capacity to grow.  Both the grocery  facility and frozen  facility
leases in Carteret  provide for expansion of up to 161,000 sq. ft and 92,000 sq.
ft., respectively.

ITEM 3.  LEGAL PROCEEDINGS.

The Company is involved in claims, litigation and administrative  proceedings of
various types in various  jurisdictions.  In addition, the Company has agreed to
indemnify various  transferees of its divested operations with regard to certain
known and  potential  liabilities  which may arise out of such  operations.  The
Company also has incurred and may in the future incur  liability  arising  under


                                       7
<PAGE>

environmental laws and regulations in connection with these divested  properties
and properties presently owned or acquired. Although management believes that it
has  established  adequate  reserves  for known  contingencies,  there can be no
assurances that the costs of environmental remediation or an unfavorable outcome
in any litigation or governmental  proceeding will not have an adverse effect on
the Company.

Environmental.   The  Company  has   incurred   and  may  in  the  future  incur
environmental  liability  to clean up  potential  contamination  at a number  of
properties  under  certain  federal  and  state  laws,   including  the  Federal
Comprehensive  Environmental  Response,  Compensation,  and  Liability  Act,  as
amended  ("CERCLA").  Under such laws,  liability  for the  cleanup of  property
contaminated  by hazardous  substances  may be imposed on both the present owner
and  operator of a property and any person who owned or operated the property at
the time hazardous  substances were disposed  thereon.  Persons who arranged for
the disposal of hazardous substances found on a disposal site may also be liable
for cleanup  costs.  In certain  cases,  the Company has agreed to indemnify the
purchaser of its former properties for liabilities arising thereon or has agreed
to remain liable for certain potential  liabilities that were not assumed by the
transferee.

The Company  has  recorded  an  estimate  of its total  potential  environmental
liability arising from specifically identified environmental problems (including
those discussed below) in the amount of approximately  $924,000 as of January 1,
2000.  The  Company  believes  the  reserves  are  adequate  and that  known and
potential  environmental  liabilities will not have a material adverse effect on
the Company's financial condition.  However,  there can be no assurance that the
identification  of  contamination  at its current or former  sites or changes in
cleanup requirements would not result in significant costs to the Company.

The  Company  is now  responsible  for  the  monitoring  (cleanups  having  been
completed) of various  sites  previously  owned or operated by the Company,  the
most  significant  of which are  located in St.  Genevieve,  Missouri  and Three
Rivers, Michigan.

In addition, the Company has been identified as a potentially  responsible party
("PRP") under CERCLA for clean-up  costs at the Seaboard  waste disposal site in
North  Carolina.  The Company is a member of the de minimus  group  comprised of
parties who allegedly contributed less than 1% of the total waste at the site.

Litigation.  The  Company  is a  defendant  in an action  entitled  Twin  County
Grocers,  Inc. et al. v. Food  Circus  Supermarkets,  Inc. et al.,  filed in the
United  States  Bankruptcy  Court for the District of New Jersey on February 26,
1999. The plaintiff  alleges that the Company was a party to a civil conspiracy,
breached  agreements,  negotiated in bad faith and tortiously  interfered with a
contract and prospective  economic advantage in connection with a potential sale
of Twin County's business and seeks unspecified damages. The matter has recently
been moved to the District  Court of New Jersey and  discovery  is ongoing.  The
Company  believes  that the  allegations  are without merit and will continue to
vigorously defend this action.

The  Company  is not a  party  to  any  other  litigation,  other  than  routine
litigation  incidental to the business of the Company,  which is individually or
in the  aggregate  material to the  business of the Company.  Management,  after


                                       8
<PAGE>

consultation  with  counsel,  does not  believe  that the  outcome of any of its
current  litigation,  either  individually  or in  the  aggregate,  will  have a
material adverse effect on the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is no established  public market for the outstanding  common equity of the
Company  and the  majority  of its  outstanding  common  equity is owned by Rose
Partners, LP.

The ability of the Company to pay dividends is governed by restrictive covenants
contained  in the  indenture  governing  its  publicly  held  debt  as  well  as
restrictive   covenants   contained  in  the   Company's   senior  bank  lending
arrangement.  As a result of these restrictive covenants, as of January 1, 2000,
the Company is  currently  permitted  to pay  dividends  in an amount up to $4.8
million and anticipates paying a $2.5 million dividend in late February or early
March 2000.



                                       9
<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA.


         The following table sets forth selected  historical data of the Company
for the periods  indicated and has been  prepared by adjusting the  consolidated
financial statements of the Company as if the merger between the Company and its
former parent,  White Rose Foods,  Inc. ("White Rose"),  with the Company as the
survivor,  had taken place as of January 1, 1995.  Since the stockholders of the
Company,  upon  consummation of the merger are identical to the  stockholders of
White Rose,  the  exchange of shares was a transfer of interest  among  entities
under common control,  and is being accounted for at historical cost in a manner
similar  to  pooling  of  interests  accounting.  Such  data  should  be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included herein.
<TABLE>
<CAPTION>
                                        Year Ended    Year Ended    Year Ended    Year Ended      Year Ended
                                       December 30,   December 28,  December 27,  January 2,        January 1,
                                          1995           1996           1997         1999 (c)          2000
                                       -----------------------------------------------------------------------------------
                                                                            (In thousands)
Income Statement Data:
<S>                                    <C>           <C>           <C>           <C>              <C>
Total revenue                          $ 1,023,041   $ 1,050,206   $ 1,071,800   $ 1,196,933      $ 1,413,827
Gross profit(a)                            107,505       114,487       112,633       121,939          138,971
  Warehouse expense                         39,676        41,038        42,453        49,440           51,865
  Transportation expense                    22,759        21,624        22,042        24,719           26,607
  Selling, general and                      21,877        22,694        21,598        22,760           25,834
  Facility integration and                    --            --            --           4,173             --
  Amortization--excess of cost over
    net assets acquired                      2,892         2,892         2,459         2,460            2,425
Operating income                            20,301        26,239        24,081        18,387           32,240
  Interest expense                          24,887        23,955        21,890        18,170           16,679
  Amortization--deferred financing           1,457         1,138           944           721              764
  Other (income), net                       (3,842)       (3,758)       (3,242)       (9,534)(e)       (2,744)
Income (loss) from continuing
operations
  before income taxes and
extraordinary items
  extraordinary items                       (2,201)        4,904         4,489         9,030           17,541
Income taxes                                   105         3,053        (1,241)        4,449            7,872
Income (loss) from continuing
   operations before extraordinary
items                                       (2,306)        1,851         5,730         4,581            9,669
Extraordinary (loss)/gain on
   extinguishment of debt, net of tax          510           219        (8,693)         (201)            --
Net (loss) income                      $    (1,796)  $     2,070   $    (2,963)  $     4,380      $     9,669
</TABLE>

<TABLE>
<CAPTION>
                                       December 30,   December 28,  December 27,  January 2,        January 1,
                                          1995           1996           1997         1999 (c)          2000
                                       ----------------------------------------------------------------------------------
                                                                           (In thousands)
Balance Sheet Data:
<S>                                    <C>          <C>          <C>              <C>              <C>
Total assets                           $   318,430  $   301,069  $   279,961      $   274,828      $   273,406
Working capital                              7,344       12,342       23,365           41,117           56,397
Total debt including capital leases        223,543      215,308      196,966          178,127          164,069
Total stockholder's equity                   2,035        4,105       (3,081)(b)       (3,701)(d)        5,968
(deficiency)
</TABLE>
----------


(a)  Gross profit excludes warehouse expense shown separately.

(b)  The  decrease in  stockholders'  equity was the result of the $8.7  million
     extraordinary charge, net of tax, on the extinguishment of debt as a result
     of the  Refinancing  described in  Management's  Discussion  and  Analysis,
     general and  included in the  Statement  of  Operations  for the year ended
     December 27, 1997. In addition,  the Company dividended non-cash,  non-core
     assets  consisting  of  land  in  Colorado  and  notes  receivable  with an
     aggregate book value of  approximately  $4.2 million and $61,400 in cash to
     its stockholders on June 20, 1997.

(c)  Represents a 53 week fiscal year.

(d)  Including $5 million stock repurchase in May 1998.

(e)  Includes $7.2 million  consideration  pursuant to an agreement with Fleming
     Companies,  Inc.  See  Management's  Discussion  and  Analysis,  Results of
     Operations 53 weeks ending January 2, 1999 and 52 weeks ending December 27,
     1997.



                                       10
<PAGE>


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Forward- Looking Statements

Forward-looking  statements  in this  Form  10-K  include,  without  limitation,
statements   relating   to  the   Company's   plans,   strategies,   objectives,
expectations,  intentions and adequacy of resources and are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
These forward-looking  statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievement
of the Company to be materially  different from any future results,  performance
or achievements expressed or implied by such forward-looking  statements.  These
factors  include,  among others,  the following:  general  economic and business
conditions and those in particular in the New York City  metropolitan  area; the
Company's reliance on several significant customers; potential losses from loans
to its retailers;  restrictions imposed by the documents governing the Company's
indebtedness;    competition;   the   Company's   labor   relations;   potential
environmental  liabilities  which  the  Company  may  have;  dependence  on  key
personnel;  changes in business  regulation;  business abilities and judgment of
personnel; and changes in, or failure to comply with government regulations.


General

On June 20, 1997,  the Company  completed a refinancing of itself and its former
parent, White Rose ("Refinancing"),  intended to extend debt maturities,  reduce
interest  expense and  improve  financial  flexibility.  The  components  of the
Refinancing  were (i) the  offering of $155  million 10% senior  notes due 2007,
(ii) the modification of the Company's bank credit  facility,  (iii) the receipt
of $8.9  million  from the  repayment  of a note held by the  Company  from Rose
Partners,  LP, which owns 98.5% of the  Company,  (iv) the  consummation  of the
tender offers and consent solicitations  commenced by the Company and White Rose
on May 16, 1997 in respect of the  Company's 12% Senior Notes due 2003 and White
Rose's  12-3/4%  Senior  Discount  Notes  due 1998,  respectively,  (v) the $4.2
million  dividend by the Company to White Rose of certain  non-cash assets which
were unrelated to the Company's primary business and the subsequent  dividend of
those assets to White Rose's stockholders and (vi) the merger of White Rose with
and into the Company with the Company surviving the merger ("Merger").

The  following  discussion  assumes that the Merger  between  White Rose and the
Company had taken  place as of January 1, 1995.  Since the  stockholders  of the
Company are identical to the  stockholders of White Rose, the exchange of shares
was a transfer of interest  among entities  under common  control,  and is being
accounted for at  historical  cost in a manner  similar to  pooling-of-interests
accounting. Accordingly, the discussion presented herein reflects the assets and
liabilities  and related  results of operations for the combined  entity for all
periods.



                                       11
<PAGE>


Results of Operations

Fifty-two-weeks  ended  January 1, 2000 and  fifty-three  weeks ended January 2,
1999

Net sales for the fifty-two weeks ended January 1, 2000 were $1,406.1 million as
compared to $1,189.3  million for the  fifty-three  weeks ended January 2, 1999.
This 18.2% increase in net sales primarily  reflects sales to several  customers
operating  supermarkets  under  the  Foodtown  banner  that  the  Company  began
servicing  in late  December  1998,  as  well as  increased  sales  to  existing
customers.

Other revenue,  consisting of recurring customer related services,  increased to
$7.7 million for the  fifty-two  weeks ended January 1, 2000 as compared to $7.6
million  in the  prior  period as a result of the  Company's  overall  increased
business,  despite the cessation of the Company's  storage  businesses in Garden
City, NY and Kearny, NJ.

Gross margin  (excluding  warehouse  expense)  decreased to 9.9% of net sales or
$139.0  million for the  fifty-two  weeks  ended  January 1, 2000 as compared to
10.3% of net sales or $121.9  million  for the  prior  period,  as a result of a
change in mix of both  customers  and products  sold.  The Company has, and will
continue to, take steps  intended to maintain and improve its margins;  however,
as indicated by the  comparative  decrease in gross margin,  factors such as the
additions of high volume,  low margin customers,  the decrease in manufacturers'
promotional activities, changes in product mix, or competitive pricing pressures
are expected to continue to have an effect on gross margin.

Warehouse expense decreased as a percentage of net sales to 3.7% of net sales or
$51.9 million for the fifty-two  weeks ended January 1, 2000 as compared to 4.2%
of net sales or $49.4  million  reflecting  the combined  effect of (i) applying
largely fixed costs to higher  revenues and (ii) the elimination of the costs of
operating two frozen food  facilities  as  operations  ceased at the Garden City
facility in April 1999.

Transportation  expense  decreased to 1.9% of net sales or $26.6 million for the
fifty-two  weeks ended January 1, 2000 as compared to 2.1% of net sales or $24.7
million  in the prior  period due to  greater  efficiencies  and a change in the
Company's customer base.

Selling,  general and  administrative  expense  declined to 1.8% of net sales or
$25.8 million for the fifty-two  weeks ended January 1, 2000 as compared to 1.9%
of net sales or $22.8 million for the prior period due to the effect of applying
largely fixed costs to higher revenues.

Other income, net of other expenses, increased to $2.7 million for the fifty-two
weeks ended  January 1, 2000 as compared to $2.3  million for the prior  period,
excluding  the  recording  of $7.2  million of income in the prior  period  from
Fleming Companies, Inc. as a result of the renegotiation of a contract.

Interest  expense  decreased  to $16.7  million  for the  fifty-two  weeks ended
January 1, 2000 from $18.2  million  for the prior  period due to lower  average
outstanding levels of the Company's funded debt.

                                       12
<PAGE>

The Company  recorded an income tax provision of $7.9  million,  resulting in an
effective  income tax rate of 45% for the fifty-two  weeks ended January 1, 2000
as compared to a provision of $4.4 million resulting in an effective rate of 49%
in the prior period. The Company's  estimated  effective tax rate is higher than
the statutory tax rate primarily because of the  nondeductibility  of certain of
the  Company's  amortization  of the  excess of cost over net  assets  acquired;
however,  due to net operating loss carryforwards for tax purposes,  the Company
does  not  expect  to pay  federal  income  tax for the  current  year  with the
exception of an alternative minimum tax.

The Company recorded net income for the fifty-two weeks ended January 1, 2000 of
$9.7 million as compared to $4.4 million,  which included an extraordinary  loss
of $201,000, in the prior period.

Fifty-three  weeks ended January 2, 1999 and fifty-two  weeks ended December 27,
1997

Net sales for the fifty-three  weeks ended January 2, 1999 were $1,189.3 million
as compared to $1,065.4 million for the fifty-two weeks ended December 27, 1997.
This 11.6% increase primarily reflects increased frozen food sales to a division
of A&P which began in August 1997 as well as  additional  business  from new and
existing customers. The fifty-third week in 1998 accounted for approximately 19%
of the increase in net sales.

Other revenue,  consisting of reclamation  service fees,  storage income,  label
income,  coupon-processing,  and other customer related  services,  increased to
$7.6 million for the fifty-three weeks ended January 2, 1999 as compared to $6.4
million in the prior  period  primarily  as a result of  emphasizing  additional
services to our increased customer base.

Gross margin (excluding  warehouse  expense)  decreased to 10.3% of net sales or
$121.9  million for the  fifty-three  weeks ended January 2, 1999 as compared to
10.6% of net  sales or  $112.6  million  for the  prior  period as a result of a
change in mix of both  customers and product sold.  The Company took and expects
to take steps  intended to maintain  and improve its margins;  however,  factors
such  as the  decrease  in  promotional  activities,  changes  in  product  mix,
additions of high volume, low margin customers, or competitive pricing pressures
are expected to continue to have an effect on gross margin.

Warehouse  expense  increased  to 4.2% of net  sales  or $49.4  million  for the
fifty-three  weeks  ended  January 2, 1999 as  compared  to 4.0% of net sales or
$42.5  million for the prior period  primarily  (i) as a result of operating two
frozen food  facilities in Carteret,  New Jersey and Garden City, New York since
April  1998,  and (ii) the  amended  grocery  facility  lease  discussed  below.
Beginning  in the  third  quarter  of 1998,  after all the  frozen  distribution
business was  transitioned to the new Carteret,  NJ frozen  facility,  warehouse
expense  includes  $2.7 million  related to the Garden City  facility  which was
being used for outside  public  storage as well as some  secondary self storage.
With  respect to the  grocery  facility  lease,  in November  1997,  the Company
amended its grocery facility lease, adding additional leased property, extending
the term,  and  increasing  the annual  rental  obligations.  The changes in the
provisions  of that lease  resulted in the amended  lease being treated as a new


                                       13
<PAGE>

lease and  accounted for as an operating  lease.  Had the terms of the lease not
changed,  warehouse expense as a percentage of sales would have decreased by .1%
of sales in the current period.

Transportation  expense remained  constant at 2.1% of net sales or $24.7 million
for the fifty-three weeks ended January 2, 1999 as compared to 2.1% of net sales
or $22.0 million in the prior period.

Selling,  general and  administrative  expense decreased to 1.9% of net sales or
$22.8  million for the  fifty-three  weeks ended  January 2, 1999 as compared to
2.0% of net sales or $21.6  million  in the prior  period  primarily  due to the
effect of applying fixed costs to higher revenues.

The Company  recorded  $4.2  million of  facility  integration  and  abandonment
expenses  related to the shut down of the Garden City  facility  and the move of
its frozen business to Carteret,  New Jersey. This expense consisted of (i) $4.1
million  related to the impairment of the leasehold  improvement at Garden City,
(ii) $2.2 million  related to rent and real estate  taxes from May 1, 1999,  the
anticipated  closure date of its Garden City  facility,  through March 2000, the
lease termination date, (iii) $600,000 for the removal of certain equipment, and
(iv)  $400,000  related to rent before the new  facility was operable and moving
expenses. These expenses were offset by the $3.1 million gain on the sale of the
Garden City  facility in April 1998.  As of January 2, 1999,  the balance of the
reserve was $2.8 million,  all of which was expected to be expended before March
2000.

Other  income,  net of  other  expenses,  increased  to  $9.5  million  for  the
fifty-three  weeks ended  January 2, 1999 from $3.2 million in the prior period.
In 1998,  the Company  entered into an agreement  with Fleming  Companies,  Inc.
which  called for (i) the Company to receive  consideration  resulting in a $7.2
million  nonrecurring  gain  from  renegotiating  a  contract  to  clarify  past
practices  and (ii) a strategic  marketing  alliance  which may generate  modest
commission  income in the future.  This increase was offset  somewhat by (i) the
loss of  approximately  $369,000 of rental  income  relating to the  Farmingdale
facility  which was sold in the prior  period and (ii) a lower level of interest
income as a result of the repayment of the Rose  Partners,  LP. note  receivable
(repaid in June 1997) which  accounted  for  $502,000 of interest  income in the
prior period. The Farmingdale facility was sold in August 1997 with the proceeds
used to reduce outstanding indebtedness.

Interest  expense  decreased to $18.2  million for the  fifty-three  weeks ended
January  2, 1999  from  $21.9  million  for the prior  period.  The  comparative
decrease  from  the  1997  period  represents  a  decline  in both  the  average
outstanding  level of the Company's funded debt and the average interest rate as
a result of the Refinancing on June 20, 1997.

The Company  recorded an income tax provision of $4.4  million,  resulting in an
effective income tax rate of 49% for the fifty-three weeks ended January 2, 1999
as  compared to a benefit of $1.2  million in the prior  period.  The  Company's
estimated  effective tax rate is higher than the  statutory  tax rate  primarily
because of the nondeductibility of certain of the Company's  amortization of the
excess of cost over net assets  acquired;  however,  due to net operating losses
carryforwards  for tax  purposes,  the  Company  does not expect to pay  federal
income tax for 1998 with the exception of an alternative minimum tax.

                                       14
<PAGE>

The Company recorded net income for the fifty-three  weeks ended January 2, 1999
of $4.4 million,  including an extraordinary loss on the extinguishment of debt,
net of tax, of  $201,000  as compared to net loss of $3.0  million for the prior
period which included an $8.7 million  extraordinary  loss on the extinguishment
of debt.


Liquidity and Capital Resources

Cash flows from operations and amounts available under the Company's $90 million
bank credit  facility are the  Company's  principal  sources of  liquidity.  The
Company's bank credit facility was amended and restated as of November 15, 1999.
It is now scheduled to mature on June 30, 2004, and bears interest at a rate per
annum equal to (at the Company's option): (i) the Euro Dollar Offering Rate plus
1.625% or (ii) the bank's prime rate.

Borrowings under the Company's  revolving bank credit facility were $6.8 million
(excluding  $5.1 million of  outstanding  letters of credit) at January 1, 2000.
Additional  borrowing capacity of $73.3 million was available at that time under
the Company's then current,  borrowing base  certificate.  The Company  believes
that these sources will be adequate to meet the Company's currently  anticipated
working  capital  needs,  capital  expenditures,  and debt service  requirements
during the next four fiscal quarters.

During  the  fifty-two  weeks  ended  January 1, 2000,  cash flows  provided  by
operating activities were $18.5 million,  consisting primarily of cash generated
from income before  non-cash  expenses of $24.2 million offset by an increase in
accounts and notes receivable of $6.1 million.

Cash flows used in investing activities during the fifty-two weeks ended January
1, 2000 were  approximately $3.4 million which were used exclusively for capital
expenditures.  Net cash used in  financing  activities  of  approximately  $14.5
million  was  utilized  primarily  to reduce  the amount  outstanding  under the
Company's bank revolver and capital leases.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and  amortization  and certain  one-time  charges,  was $41.1 million during the
fifty-two  weeks ended January 1, 2000 as compared to $31.6 million in the prior
period,  excluding the one time recording of $7.2 million of income with respect
to the agreement with Fleming  Companies,  Inc. The Company has presented EBITDA
supplementally  because management believes this information is useful given the
significance of the Company's  depreciation  and amortization and because of its
highly leveraged  financial  position.  This data should not be considered as an
alternative  to any measure of  performance  or liquidity as  promulgated  under
generally  accepted  accounting  principles  (such  as net  income/loss  or cash
provided by/used in operating,  investing and financing activities),  nor should
it be considered as an indicator of the Company's overall financial performance.
Also,  the EBITDA  definition  used herein may not be  comparable  to  similarly
titled measures reported by other companies.

                                       15
<PAGE>

As part of the Company's 1998 $4.2 million facility  integration and abandonment
expense,  related to the shut down of the Garden City  facility  and the move of
its frozen business to Carteret,  New Jersey,  the Company recorded a reserve of
$2.8 million  consisting of (i) $2.2 million for rent and real estate taxes from
May 1, 1999,  the  anticipated  closure date of the facility,  through March 31,
2000, the lease  termination  date, and (ii) $600,000 for the removal of certain
equipment.  As of January 1, 2000, the balance of the facility  integration  and
abandonment  reserve  was $ 359,000,  all of which is  expected  to be  expended
before March 31, 2000. As planned, the Company ceased operations in the facility
in the second quarter of 1999 and is in the final stages of decommissioning  the
facility.

The  consolidated  indebtedness  of the Company  decreased to $164.1  million at
January 1, 2000 as compared to $178.1 million at January 2, 1999.  Stockholders'
equity was $6.0 million on January 1, 2000 as compared to a  deficiency  of $3.7
million on  January  2, 1999.  The  Company  anticipates  paying a $2.5  million
dividend in the first quarter of 2000.

The Company  currently  does not expect to spend more than $4.0  million  during
2000 on capital  expenditures,  but the Company may purchase certain assets used
in its business instead of leasing them due to economic conditions.

The Company expended  approximately  $150,000 in fiscal 1999 and does not expect
to expend more than $600,000 in fiscal 2000 in connection with the environmental
remediation of certain  presently  owned or divested  properties.  At January 1,
2000,  the  Company  has  reserved   $924,000  for  those  known   environmental
liabilities.  The Company intends to finance the remediation  through internally
generated cash flow or borrowings.  Management  believes that should the Company
become liable as a result of any material adverse  determination of any legal or
governmental  proceeding  beyond  the  expected  expenditures,  it could have an
adverse effect on the Company's liquidity position.

Under the terms of the Company's revolving bank credit facility,  the Company is
required to meet certain  financial tests,  including  minimum interest coverage
ratios. As of January 1, 2000, the Company was in compliance with its covenants.

From time to time when the Company considered market conditions attractive,  the
Company has purchased on the open market a portion of its public debt and may in
the future  purchase and retire a portion of its  outstanding  public  debt.  In
addition,  the bank credit  facility now allows the payment of  dividends  under
certain circumstances.

The Company is continually  evaluating a number of growth  strategies  including
expanding its product categories by acquisition or start up and expansion of the
Company's retail presence.  In considering growth strategies for EasyGrocer.com,
the Company is  considering  a variety of alliances,  marketing and  advertising
strategies. These may take the form of both traditional media campaigns, such as
billboards,  newspapers  and  radio  advertising  campaigns,  as well as  online
ventures  with  leading  internet  portals  and  cooperative   advertising  with
manufacturers  and  vendors.  While the Company is planning to co-brand  some of
these  ventures,  the  Company  does not expect to spend more than $1 million in
excess of  EasyGrocer.com's  revenues to promote  EasyGrocer.com  during  fiscal
2000.

                                       16
<PAGE>

Year 2000 Computer Issues

The Company did not experience any material Year 2000 computer  problems and, to
the best of the Company's  knowledge,  its customers also did not experience any
material Year 2000 computer  problems.  The Company's computer and the computers
used to operate  the  systems  within  the  Company's  office  and  distribution
facilities (i.e. the heating,  refrigeration,  air  conditioning,  telephone and
security  systems)  functioned  properly  into the year 2000.  As a result,  the
Company was able to service its  customers  and  communicate  with its suppliers
without disruption.

Although some people believe that February 29, 2000 may cause computer  problems
similar to those which were  predicted  for the Year 2000,  the Company does not
expect to encounter such problems.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company is exposed to market  risk from  changes in the  interest  rates on
certain  of its  outstanding  debt.  The  outstanding  loan  balance  under  the
Company's  bank  credit  facility  bears  interest  at a variable  rate based on
prevailing  short-term interest rates in the United States and Europe.  Based on
1999's average outstanding bank debt, a 100 basis point change in interest rates
would change interest  expense by  approximately  $144,000.  For fixed rate debt
such as the  Company's  $155  million 10% senior  notes,  interest  rate changes
effect the fair  market  value of the notes but do not impact  earnings  or cash
flows.

The Company does not presently use financial  derivative  instruments  to manage
its interest costs.  The Company has no foreign  exchange risks and only minimal
commodity risk with respect to commodities such as fuel oil.


                                       17
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Page

Financial Statements

Consolidated Financial Statements of Di Giorgio Corporation and Subsidiaries

Index to Consolidated Financial Statements...............................    F-1

Independent Auditors' Report.............................................    F-2

Consolidated Balance Sheets as of January 2, 1999 and January 1, 2000....    F-3

Consolidated Statements of Operations for each of the
 three years in the period ended January 1, 2000.........................    F-4

Consolidated Statements of Changes in Stockholders'
 Equity (Deficiency) for each of the three years in the period
 ended January 1, 2000...................................................    F-5

Consolidated Statements of Cash Flows for each of
 the three years in the period ended January 1, 2000.....................    F-6

Notes to Consolidated Financial Statements...............................    F-8



ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.


Not Applicable.


                                       18
<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


                                   MANAGEMENT

The following table sets forth certain  information  regarding the directors and
executive officers of Di Giorgio:

                            Age      Position

Arthur M. Goldberg (2)(3)    58      Chairman of Board of Directors, President
                                     and Chief Executive Officer

Richard B. Neff (3)          51      Executive Vice President, Chief Financial
                                     Officer and Director

Stephen R. Bokser            57      Executive Vice President, President of
                                     White Rose Food Division of Di Giorgio
                                     and Director

Jerold E. Glassman (3)       64      Director

Emil W. Solimine (2)         55      Director

Charles C. Carella (1)       66      Director

Jane Scaccetti (1)           45      Director

Joseph R. DeSimone           60      Senior Vice President Distribution

Robert A. Zorn               45      Senior Vice President and Treasurer

Lawrence S. Grossman         38      Vice President and Corporate Controller
----------------
(1)      Member of the Audit Committee
(2)      Member of the Compensation Committee
(3)      Member of the Executive Committee

Directors are elected for one year terms and hold office until their  successors
are elected and qualified.  The executive officers are appointed by and serve at
the discretion of the Board of Directors.

Mr.  Goldberg  has been  Chairman of the Board,  President  and Chief  Executive
Officer of Di Giorgio since 1990.  Since January 1999,  Mr.  Goldberg has been a
Director,  President  and Chief  Executive  Officer of Park Place  Entertainment
Corp., a casino hotel operator.  Prior thereto,  he was a Director and Executive
Vice President and President -- Gaming  Operations,  Hilton Hotels  Corporation,


                                       19
<PAGE>

since December 1996. He was President,  Chairman and Chief Executive Officer and
a director of Bally  Entertainment  Corporation  from  October  1990 to December
1996. He is also Managing  Partner,  Arveron  Investments,  LP, since 1986.  Mr.
Goldberg is also a director of Bally Total Fitness Holding Corporation,  Bally's
Grand, Inc., and First Union Corporation.  Mr. Goldberg,  in his capacity as the
sole general partner of Rose Partners,  L.P., controls the voting and investment
of 98.5% of the outstanding common stock of the Company.

Mr. Neff has been Executive Vice President, Chief Financial Officer and Director
of Di  Giorgio  since  1990.  He is  also a  Director  of  Ryan  Beck & Co.,  an
investment banking concern and Bruno's Inc., a supermarket operator.

Mr. Glassman has been a Director of Di Giorgio since 1990.  Since prior to 1990,
Mr. Glassman has been Managing Partner of Grotta, Glassman & Hoffman, a law firm
which has its primary office in Roseland,  New Jersey.  Since 1998, Mr. Glassman
has  served on the Board of DBT  Online,  Inc.  He is also on the Board of Essex
Valley Healthcare, Inc.

Mr. Bokser has been  Executive  Vice  President and Director of Di Giorgio since
February 1990. In addition, Mr. Bokser has served as President of the White Rose
Foods  Division of Di Giorgio since prior to 1991. Mr. Bokser is also a director
of Foodtown,  Inc, a  supermarket  cooperative  since October 1999, as well as a
director of Maimonides Hospital in Brooklyn, NY.

Mr.  Solimine has been a Director of Di Giorgio since 1990. He also is the Chief
Executive Officer of the Emar Group, Inc., an insurance concern,  since prior to
1991.

Mr.  Carella  became a Director of Di Giorgio in 1995.  Since prior to 1991, Mr.
Carella has been a Partner of Carella, Byrne, Bain, Gilfillan, Cecchi, Stewart &
Olstein,  a law firm which has its primary office in Roseland,  New Jersey.  Mr.
Carella is a member of the Board of Administrations of Archdiocese of Newark and
the Board of Trustees of Fordham University. He is also a director of the Cancer
Institute of New Jersey.

Ms.  Scaccetti became a Director of Di Giorgio in 1996. Ms. Scaccetti has been a
shareholder  for the past  nine  years of  Drucker  &  Scaccetti,  P.C.,  a firm
specializing  in  accounting  and  business  advisory  services.  She is  also a
director for Nutrition  Management Services Company,  Pennsylvania Savings Bank,
Temple University Health Systems, and the Arthritis Foundation. Ms. Scaccetti is
a certified public accountant.

Mr. DeSimone has been Senior Vice President of Distribution  since January 1995.
From 1990  through  January  1995,  he was Vice  President  of  Warehousing  and
Distribution.

Mr. Zorn has been Senior Vice  President and Treasurer of Di Giorgio since 1992.
He served as a Vice President of Bankers Trust Company, New York, New York prior
to 1992.

Mr.  Grossman has been  employed by Di Giorgio since 1990. He has served as Vice
President  of Di Giorgio  since  January  1994 and  Corporate  Controller  since
February 1992. Mr. Grossman is a certified public accountant.


                                       20
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION.

Compensation

The  following  table  sets  forth  compensation  paid or  accrued  to the Chief
Executive  Officer  and  each of the  four  most  highly  compensated  executive
officers of Di Giorgio whose cash  compensation,  including bonuses and deferred
compensation,  exceeded  $100,000 for the three  fiscal  years ended  January 1,
2000.
<TABLE>
<CAPTION>
                                                                 Other Annual     All Other
Name and Principal Position          Year    Salary     Bonus    Compensation    Compensation
                                                                     (1)
<S>                                  <C>    <C>           <C>         <C>          <C>
Arthur M. Goldberg,                  1999   $400,000       --         --            --
Chairman of the Board, President     1998   $400,000       --         --            --
and Chief Executive Officer          1997   $400,000       --         --            --

Richard B. Neff,                     1999   $325,000   $515,000       --        $2,400(2)
Executive Vice President             1998   $325,000   $475,000       --        $2,400(2)
and Chief Financial Officer          1997   $275,923   $261,000       --        $2,400(2)

Stephen R. Bokser,                   1999   $325,000   $515,000       --        $2,400(2)
Executive Vice President             1998   $325,000   $300,000       --        $2,400(2)
and President of White Rose          1997   $313,000   $250,000       --        $2,400(2)
Division

Robert A. Zorn,                      1999   $230,600   $ 35,000       --        $2,400(2)
Senior Vice President and            1998   $220,600   $ 30,000       --        $2,400(2)
Treasurer                            1997   $210,600   $ 32,500       --        $2,400(2)

Joseph R. DeSimone                   1999   $180,300   $ 30,000       --        $2,400(2)
Senior Vice President                1998   $171,800   $ 26,000       --        $2,400(2)
Warehousing and Distribution         1997   $163,300   $ 25,000       --        $2,400(2)
</TABLE>


(1)  Certain  incidental  personal benefits to executive officers of the Company
     may  result  from  expenses  incurred  by the  Company in the  interest  of
     attracting and retaining  qualified  personnel.  These incidental  personal
     benefits  made  available to executive  officers  during fiscal years 1997,
     1998, and 1999 are not described herein because the incremental cost to the
     Company of such benefits is below the  Securities  and Exchange  Commission
     disclosure threshold.

(2)  Represents  contributions  made by the Company  pursuant  to the  Company's
     Retirement Savings Plan. See "Executive  Compensation -- Retirement Savings
     Plan."



                                       21
<PAGE>


Employment Agreements

The Company is a party to an Agreement with Mr. Neff which runs through  October
31,  2000.  Currently,  Mr.  Neff is  entitled  to receive  an annual  salary of
$325,000  pursuant  to the  Agreement  ("Salary").  In  addition,  Mr. Neff will
receive  additional  compensation  (the  "Additional   Compensation")  upon  the
occurrence of certain change of control type of events or distribution of assets
to shareholders,  as both are defined in the Agreement ("Recognition Event") and
determined pursuant to a formula. In the event of death or disability,  Mr. Neff
or his estate, will be entitled to continue to receive compensation and employee
benefits for one year  following  such event and in certain  circumstances  will
receive Additional Compensation.

The Company is a party to an Agreement  with Mr.  Bokser which runs through June
30,  2000.  Currently,  Mr.  Bokser is entitled  to receive an annual  salary of
$325,000  pursuant to the  Agreement  ("Salary").  In addition,  Mr. Bokser will
receive  additional  compensation  (the  "Additional   Compensation")  upon  the
occurrence of certain change of control type of events or distribution of assets
to shareholders,  as both are defined in the Agreement ("Recognition Event") and
determined  pursuant  to a  formula.  In the event of death or  disability,  Mr.
Bokser or his estate,  will be entitled to continue to receive  compensation and
employee benefits for one year following such event and in certain circumstances
will receive Additional Compensation.

The Company is a party to an  agreement  with Mr. Zorn which  provides  that six
months notice be given by either party to terminate his  employment.  Currently,
Mr.  Zorn is entitled to receive an annual  salary of  $245,600,  as adjusted by
annual  cost of living  adjustments,  if any,  and annual  bonuses,  at the sole
discretion  of the  Company.  Mr.  Zorn may also  receive  additional  incentive
compensation upon the occurrence of (i) the termination of Mr. Zorn's employment
with the Company;  or (ii) certain change of control type of events,  determined
pursuant to a formula.  Under the terms of the  agreement,  if the employment of
Mr. Zorn is terminated  for any reason other than for cause or  disability,  Mr.
Zorn is entitled to receive  compensation and benefits for six months,  provided
that he uses his best efforts to secure other executive employment.

Retirement Plan

The Company  maintains the Di Giorgio  Retirement Plan (the  "Retirement  Plan")
which is a defined  benefit  pension  plan.  Employees  of the  Company  and its
affiliates who are not covered by a collective  bargaining  agreement  (unless a
bargaining  agreement  expressly  provides  for  participation)  are eligible to
participate in the Retirement Plan after completing one year of employment.


All benefits under the Retirement Plan are funded by  contributions  made by the
Company.  In general, a participant's  retirement benefit consists of the sum of
(a) with respect to employment  on or after  September 1, 1990, an annual amount
equal to the  participant's  aggregate  compensation  (excluding income from the


                                       22
<PAGE>

exercise of certain  stock  option and stock  appreciation  rights)  while he is
eligible to participate in the Retirement  Plan  multiplied by 1.5% and (b) with
respect to employment  prior to September 1, 1990, an annual amount equal to the
sum of (i) the benefit earned under the Retirement Plan as of December 31, 1987,
the product of the participant's  1988 compensation and 1.5%, and the product of
the  participant's  1988 compensation in excess of $45,000 and .5% plus (ii) the
product of the participant's  aggregate compensation earned after 1988 and prior
to September 1, 1990 and 1.5%. In certain  circumstances,  the amount determined
under (b)(i) above may be determined in an alternative manner.

Benefits  under  the  Retirement  Plan are  payable  at a  participant's  normal
retirement date (i.e., Social Security retirement age) in the form of an annuity
although a limited  lump-sum payment is available.  In addition,  an actuarially
reduced early  retirement  benefit is available after a participant  reaches age
55.

A  participant  earns a  nonforfeitable  (i.e.,  vested)  right to a  retirement
benefit after reaching age 65,  becoming  disabled,  or completing five years of
employment. The estimated annual retirement income payable in the form of a life
annuity to the individuals  named in the Cash  Compensation  Table commencing at
their respective normal retirement ages under the Retirement Plan is as follows:
Mr. Goldberg, $27,720; Mr. Neff, $25,644; Mr. Bokser $92,700; Mr. Zorn, $15,276;
Mr. De Simone, $19,056.

Retirement Savings Plan

The Company  maintains  the Di Giorgio  Retirement  Savings  Plan (the  "Savings
Plan") which is a defined  contribution plan with a cash or deferred arrangement
(as described  under Section  401(k) of the Internal  Revenue Code of 1986).  In
general,  employees of the Company and its  affiliates  who are not covered by a
collective   bargaining  agreement  (unless  a  bargaining  agreement  expressly
provides  for  participation)  are eligible to  participate  in the Savings Plan
after completing one year of employment.

Eligible  employees may elect to  contribute on a tax deferred  basis from 1% to
15% of their total  compensation  (as defined in the Savings  Plan),  subject to
statutory  limitations.  A contribution of up to 5% is considered to be a "basic
contribution" and the Company makes a matching contribution of 30%.

Each  participant  has a fully  vested  (i.e.,  nonforfeitable)  interest in all
contributions made by them and in the matching contributions made by the Company
on their behalf through 1994. For years  beginning with 1995,  there is a 5 year
vesting  period.   The  employee  has  full   investment   discretion  over  all
contributions.

Loans are generally available up to 50% of a participant's balance and repayable
over five  years,  with the  exception  of a  primary  house  purchase  which is
repayable over ten years. Interest is targeted at prime plus 1%.

A  participant  may withdraw  certain  amounts  credited to his account prior to
termination of employment.  Certain  withdrawals  require financial  hardship or


                                       23
<PAGE>

attainment  of age 59 1/2.  In  general,  amounts  credited  to a  participant's
account will be distributed upon termination of employment.

Compensation of Directors

Directors of the Company who are not employees or otherwise  affiliated with the
Company  receive a quarterly  retainer of $4,000 plus fees of $1,000 per day for
attendance at Board of Directors and  Committee  meetings.  All directors of the
Company  are  also  reimbursed  for  out-of-pocket   expenses   associated  with
attendance at Board meetings.

Compensation Committee Interlocks and Insider Participation

During  the fiscal  year ended  January  1,  2000,  the  Compensation  Committee
consisted of Arthur M. Goldberg and Emil W.  Solimine.  Mr.  Goldberg  currently
serves as  Chairman of the Board of  Directors,  President  and Chief  Executive
Officer of the  Company.  Mr.  Solimine  currently  serves as a Director  of the
Company.

See "Certain Transactions".


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Mr. Goldberg, through his indirect beneficial ownership of the Company, controls
the affairs of the  Company,  the majority of the common stock of which is owned
by Rose  Partners,  LP  (98.5%).  Mr.  Goldberg  controls  the  affairs  of Rose
Partners, LP in his capacity as sole general partner.

Mr.  Goldberg,  through  his  indirect  beneficial  ownership  of  the  Company,
effectively  has the ability to determine the outcome of most corporate  actions
requiring  stockholder  approval,   including  the  election  of  the  Board  of
Directors,  adoption  of certain  amendments  to the  charter  and  approval  of
mergers, and sales of all or substantially all assets.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Mr. Bokser was a director of Western Beef, Inc. In fiscal 1999, the Company sold
various food products to Western Beef, Inc. in the amount of $50.9 million.

The Company  employs Grotta,  Glassman & Hoffman,  a law firm in which Jerold E.
Glassman,  a director of the  Company,  is a partner,  for legal  services on an
on-going basis. The Company paid  approximately  $128,000 to the firm for fiscal
1999.

The Company  employs Emar Group,  Inc.  ("Emar  Group"),  a risk  management and
insurance  brokerage company  controlled by Emil W. Solimine,  a director of the
Company, for risk management and insurance brokerage services.  The Company paid
Emar Group approximately $150,000 in fiscal 1999 for such services.

                                       24
<PAGE>


In fiscal  1999,  the  Company  recorded  income  of  $64,000  from  Park  Place
Entertainment  Corp.,  a company  Mr.  Goldberg  serves as  President  and Chief
Executive  Office,  in connection with the sharing of its office  facilities and
sundry other expenses.

The Company  believes that the transactions set forth above are on terms no less
favorable than those which could reasonably have been obtained from unaffiliated
parties.



                                       25
<PAGE>


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

a.   Documents filed as part of this report.

     1.   Financial Statements

          Independent Auditors' Report...................................... F-2

          Consolidated Balance Sheets as of January 2, 1999
          and January 1, 2000............................................... F-3

          Consolidated Statements of Operations for each of the
          three years in the period ended January 1, 2000................... F-4

          Consolidated Statements of Changes in Stockholders'
          Equity (Deficiency) for each of the three years in the period
          ended January 1, 2000............................................. F-5

          Consolidated Statements of Cash Flows for each of
          the three years in the period ended January 1, 2000............... F-6

          Notes to Consolidated Financial Statements........................ F-8

     2.   Financial Statement Schedule

          Schedule II--Valuation and Qualifying Accounts.................... S-1

     3.   Exhibits

          A. Exhibits

          Exhibit No.                Exhibit

          2.1(8)    -  Certificate  of Ownership  and Merger  merging White Rose
                    Foods, Inc. with and into Di Giorgio Corporation.

          3.1(2)    - Restated Certificate of Incorporation.

          3.2(2)    - Bylaws.

          4.1(7)    - Indenture  between Di Giorgio  Corporation and The Bank of
                    New York, as Trustee,  including the form of Note,  dated as
                    of June 20, 1997.

                                       26
<PAGE>

          10.1(9)+  - Amended and Restated Employment  Agreement effective as of
                    October 31, 1997 between the Company and Richard B. Neff.

          10.2(1)+  - Employment  Agreement  dated February 18, 1992 between the
                    Company and Robert A. Zorn

          10.3(8)+  - Second  Amended and Restated  Employment  Agreement  dated
                    June 30, 1997 between the Company and Stephen R. Bokser

          10.4(3)+  -  Di  Giorgio  Retirement  Plan  as  Amended  and  Restated
                    effective January 1, 1989 (dated January 26, 1996)

          10.5(5)+  - Di Giorgio Retirement Savings Plan as Amended and Restated
                    effective January 1, 1989

          10.6(6)+  -  Amendment  to  the Di  Giorgio  Retirement  Savings  Plan
                    effective January 1, 1989 (dated November 28, 1995)

          10.7(3)   - License  and  Security  Agreement  dated as of February 1,
                    1993,  by Di Giorgio  Corporation  in favor of BT Commercial
                    Corporation, as agent

          10.8(4)   - Lease between AMAX Realty Development, Inc. and V. Paulius
                    and  Associates  and the  Company  dated  February  11, 1994
                    relating to warehouse facility at Carteret, New Jersey

          10.9(5)   - Sublease  Agreement  dated June 20, 1994  between  Fleming
                    Foods  East  Inc.  (landlord)  and  Di  Giorgio  Corporation
                    (tenant) relating to facilities  located in Woodbridge,  New
                    Jersey.

          10.10(10) - Lease between AMAX Realty Development, Inc. and V. Paulius
                    and Associates and the Company dated November 26, 1997 for a
                    frozen food warehouse facility at Carteret, New Jersey.

          10.11(10) -  Third  Amendment,  dated  as of  November  26,  1997,  to
                    Carteret  grocery  warehouse  lease dated as of February 11,
                    1994.

          10.12(10) -   Agreement   of  Lease   between   the   Company  and  FR
                    Acquisitions, Inc. for the Garden City, New York frozen food
                    facility dated as of February 19, 1998.

          10.13(11) - Restated  Credit  Agreement  dated as of November 15, 1999
                    among Di Giorgio  Corporation  as  Borrower,  the  financial
                    institutions thereto, as Lenders, BT Commercial Corporation,
                    as Agent for the Lenders,  and Deutsche Bank AG New York, as
                    Issuing Bank.

                                       27
<PAGE>

          12.1(7)   - Statement  Regarding  Computation  of Ratio of Earnings to
                    Fixed Charges.

          21(11)    - Subsidiaries of the Registrant

----------
+    Compensation plans and arrangements of executives and others.

(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-1 (File No. 33-53886) filed with the Commission on October 28, 1992

(2)  Incorporated by reference to Amendment No. 2 to the Company's  Registration
     Statement  on Form S-1 of Di  Giorgio  (File No.  33-53886)  filed with the
     Commission on January 11, 1993

(3)  Incorporated by reference to Amendment No. 3 to the Company's  Registration
     Statement  on Form S-1 (File No.  33-53886)  filed with the  Commission  on
     February 1, 1993

(4)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     year ended January 1,1994 (File 1-1790)

(5)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     year ended December 31, 1994 (File 1-1790)

(6)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the year ended December 30, 1995 (File 1-1790)

(7)  Incorporated by reference to Registration  Statement No.  333-30557 on Form
     S-4 filed with the Securities and Exchange Commission on July 1, 1997.

(8)  Incorporated by reference to Amendment No. 1 to the Company's  Registration
     Statement  on  Form  S-4   (Registration  No.  333-30557)  filed  with  the
     Commission on July 16, 1997.

(9)  Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     for the quarter ended September 27, 1997 (File 1-1790).

(10) Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 27, 1997 (File 1-1790).

(11) Filed herewith.

b.   Reports on Form 8-K

     The  Company  did not file a  Current  Report on Form 8-K  during  the last
quarter of the period covered by this Report.



                                       28
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Section 13 or 15(d) 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,  on the 23rd day of
Feburary, 2000.

                                       DI GIORGIO CORPORATION



                                       By: /s/ Arthur M. Goldberg
                                           Arthur M. Goldberg, Chairman,
                                           President and Chief Executive Officer


   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 dates indicated.

Signature                    Title                                    Date

 /s/ Arthur M. Goldberg      Chairman, President and Chief     February 23, 2000
 ----------------------      Executive Officer (Principal
Arthur M. Goldberg           Executive Officer)


 /s/ Jerold E. Glassman      Director                          February 23, 2000
 ----------------------
Jerold E. Glassman


 /s/ Emil W. Solimine        Director                          February 23, 2000
 ----------------------
Emil W. Solimine


 /s/ Charles C. Carella      Director                          February 23, 2000
 ----------------------
Charles C. Carella


 /s/ Jane Scaccetti          Director                          February 23, 2000
 ----------------------
Jane Scaccetti


 /s/ Richard B. Neff         Executive Vice President and      February 23, 2000
 ----------------------      Chief Financial Officer
Richard B. Neff              (Principal Financial and
                             Accounting Officer); Director


 /s/ Stephen R. Bokser       Executive Vice President and      February 23, 2000
 ----------------------      Director
Stephen R. Bokser


                                       29
<PAGE>



                                                                            Page

INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS                         F-2

FINANCIAL  STATEMENTS AS OF JANUARY 1, 2000 AND JANUARY 2, 1999,
   AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 1, 2000:

   Consolidated Balance Sheets                                               F-3

   Consolidated Statements of Operations                                     F-4

   Consolidated Statements of Stockholders' Equity (Deficiency)              F-5

   Consolidated Statements of Cash Flows                                     F-6

   Notes to Consolidated Financial Statements                                F-8






                                      F-1
<PAGE>








INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Di Giorgio Corporation and Subsidiaries
Carteret, New Jersey:

We have  audited  the  accompanying  consolidated  balance  sheets of Di Giorgio
Corporation and  Subsidiaries  (the "Company") as of January 1, 2000 and January
2, 1999, and the related  consolidated  statements of operations,  stockholders'
equity  (deficiency)  and cash  flows for each of the three  years in the period
ended January 1, 2000. Our audits also included the financial statement schedule
listed in the Index at Item 14(a)(2).  These financial  statements and financial
statement schedule are the responsibility of the Corporation's  management.  Our
responsibility  is to  express  an  opinion  on  the  financial  statements  and
financial statement schedule 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,  such consolidated  financial  statements present fairly, in all
material respects, the consolidated financial position of Di Giorgio Corporation
and  Subsidiaries  at January 1, 2000 and  January 2, 1999,  and the  results of
their  operations and their cash flows for each of the three years in the period
ended  January  1,  2000  in  conformity  with  generally  accepted   accounting
principles.  Also,  in our opinion,  such  financial  statement  schedule,  when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly in all  material  respects  the  information  set forth
therein.


/s/ Deloitte & Touche LLP


New York, New York
February 17, 2000


                                      F-2
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED  BALANCE  SHEETS JANUARY 2, 1999 AND JANUARY 1, 2000 (in thousands,
except share data)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     January 2,      January 1,
ASSETS                                                                  1999            2000
<S>                                                                   <C>          <C>
CURRENT ASSETS:
  Cash and cash equivalents                                           $     459    $     988
  Accounts and notes receivable - Net                                    83,012       88,845
  Inventories                                                            60,482       61,546
  Deferred income taxes                                                  11,283        7,655
  Prepaid expenses                                                        3,055        2,633
                                                                          -----        -----

           Total current assets                                         158,291      161,667

PROPERTY, PLANT AND EQUIPMENT - Net                                       8,333       10,238

NOTES RECEIVABLE                                                         11,844       11,386

DEFERRED FINANCING COSTS                                                  4,935        4,652

OTHER ASSETS                                                             15,255       11,719

EXCESS OF COST OVER NET ASSETS ACQUIRED - Net                            76,170       73,744
                                                                         ------       ------

TOTAL ASSETS                                                          $ 274,828    $ 273,406
                                                                      =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
   (DEFICIENCY)

CURRENT LIABILITIES:
  Revolving credit facility                                           $  20,628    $   6,782
  Current installment - long-term debt and capital lease liability          211          167
  Accounts payable - trade                                               71,616       72,410
  Accrued expenses                                                       24,719       25,911
                                                                         ------       ------

           Total current liabilities                                    117,174      105,270

LONG-TERM DEBT                                                          155,000      155,000

CAPITAL LEASE LIABILITY                                                   2,288        2,120

OTHER LONG-TERM LIABILITIES                                               4,067        5,048

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Common stock, Class A, $.01 par value - authorized, 1,000 shares;
     issued and outstanding, 78.116 shares                                 --           --
  Common stock, Class B, $.01 par value, nonvoting - authorized,
    1,000 shares; issued and outstanding, 76.869 shares                    --           --
  Additional paid-in capital                                              8,002        8,002
  Accumulated deficit                                                   (11,703)      (2,034)
                                                                        -------       ------

            Total stockholders' equity (deficiency)                      (3,701)       5,968
                                                                         ------        -----

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
   (DEFICIENCY)                                                       $ 274,828    $ 273,406
                                                                      =========    =========
</TABLE>

See notes to consolidated financial statements.



                                      F-3
<PAGE>





DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 1, 2000
(in thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                    December 27,    January 2,     January 1,
                                                        1997           1999           2000
<S>                                                <C>            <C>            <C>
REVENUE:
  Net sales                                        $ 1,065,381    $ 1,189,296    $ 1,406,094
  Other revenue                                          6,419          7,637          7,733
                                                         -----          -----          -----

           Total revenue                             1,071,800      1,196,933      1,413,827

COST OF PRODUCTS SOLD                                  959,167      1,074,994      1,274,856
                                                       -------      ---------      ---------

           Gross profit - exclusive of warehouse
             expense shown separately below            112,633        121,939        138,971

OPERATING EXPENSES:
  Warehouse expense                                     42,453         49,440         51,865
  Transportation expense                                22,042         24,719         26,607
  Selling, general and administrative expenses          21,598         22,760         25,834
  Facility integration and abandonment expense            --            4,173           --
  Amortization - excess of cost over net assets
     acquired                                            2,459          2,460          2,425
                                                         -----          -----          -----

OPERATING INCOME                                        24,081         18,387         32,240

INTEREST EXPENSE                                        21,890         18,170         16,679

AMORTIZATION - Deferred financing costs                    944            721            764

OTHER INCOME - Net                                      (3,242)        (9,534)        (2,744)
                                                        ------         ------         ------

INCOME BEFORE INCOME TAXES
    AND EXTRAORDINARY ITEM                               4,489          9,030         17,541

PROVISION (BENEFIT) FOR INCOME TAXES                    (1,241)         4,449          7,872
                                                        ------          -----          -----

INCOME BEFORE EXTRAORDINARY
    ITEM                                                 5,730          4,581          9,669

EXTRAORDINARY ITEM:
  Loss on extinguishment of debt - net of tax           (8,693)          (201)          --
                                                        ------           ----          -----

NET INCOME (LOSS)                                  $    (2,963)   $     4,380    $     9,669
                                                   ===========    ===========    ===========
</TABLE>


See notes to consolidated financial statements.


                                      F-4
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 1, 2000
(in thousands, except share data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                Class A                Class B        Additional
                             Common Stock           Common Stock        Paid-in   Accumulated
                          Shares       Amount    Shares       Amount    Capital     Deficit       Total

<S>                       <C>          <C>       <C>          <C>      <C>         <C>         <C>
BALANCES,
  DECEMBER 28, 1996       101.622      $ --      100.000      $ --     $ 17,225    $(13,120)   $  4,105

  Net loss                   --          --         --          --         --        (2,963)     (2,963)

  Dividend to
    stockholders             --          --         --          --       (4,223)       --        (4,223)
                          -------       ----     -------       ----      ------       ----       ------

BALANCES,
  DECEMBER 27, 1997       101.622        --      100.000        --       13,002     (16,083)     (3,081)

  Net income                 --          --         --          --         --         4,380       4,380

  Stock repurchase        (23.506)       --      (23.131)       --       (5,000)       --        (5,000)
                          -------       ----     -------       ----      ------       ----       ------

BALANCES,
  JANUARY  2, 1999         78.116        --       76.869        --        8,002     (11,703)     (3,701)

  Net income                 --          --         --          --         --         9,669       9,669
                          -------       ----     -------       ----      ------       ----       ------

BALANCES,
  JANUARY  1, 2000         78.116      $ --       76.869      $ --     $  8,002    $ (2,034)   $  5,968
                           ======      ====       ======      ====     ========    ========    ========
</TABLE>




See notes to consolidated financial statements.


                                      F-5
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 1, 2000
(in thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                              December 27,  January 2,   January 1,
                                                                  1997        1999         2000
                                                                 ------      -------      -------
<S>                                                           <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                           $  (2,963)   $   4,380    $   9,669
  Adjustments to reconcile net income (loss) to net
    cash provided by operations:
    Extraordinary loss on extinguishment of
      debt - net of tax                                           8,693          201         --
    Depreciation and amortization                                 4,544        2,488        1,502
    Amortization of deferred financing costs                        944          721          764
    Amortization of excess of cost over net assets acquired       2,459        2,460        2,425
    Other amortization                                            1,840        2,188        2,153
    Provision for doubtful accounts                               1,300          825          700
    Increase in prepaid pension cost                               (667)        (297)        (389)
    Noncash interest - net                                        3,010         --           --
    Deferred taxes                                               (1,241)       4,155        7,415
    Gain on reclassification of capitalized lease - net          (2,838)        --           --
    Impairment loss on leasehold improvements                     2,698        4,047         --
    Facility integration reserve                                   --          2,813         --
    Gain on sale of Garden City facility                           --         (3,115)        --
    Changes in assets and liabilities:
      (Increase) decrease in:
        Accounts and notes receivable                           (11,465)     (12,122)      (6,533)
        Inventories                                              (6,558)      (4,361)      (1,064)
        Prepaid expenses                                            660       (6,104)         422
        Other assets                                             (5,103)       5,896         (207)
        Long-term receivables                                      (804)      (4,416)         458
      Increase (decrease) in:
        Accounts payable                                          9,431       12,717          794
        Accrued expenses and other liabilities                   (3,932)      (1,000)         367
                                                                 ------       ------          ---

           Net cash provided by operating activities                  8       11,476       18,476
                                                                 ------       ------       ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment                     (3,829)      (2,990)      (3,408)
  Proceeds from Farmingdale sale                                 12,432         --           --
  Net proceeds from Garden City facility sale                      --         13,721         --
                                                                 ------       ------       ------

              Net cash (used in) provided by
                investing activities                              8,603       10,731       (3,408)
                                                                 ------       ------       ------

CASH FLOWS FROM FINANCING ACTIVITIES:
  (Repayments) borrowings from revolving
    credit facility - net                                        (7,050)         959      (13,846)
  New note offering                                             155,000         --           --
  Premiums on completed tender offers                           (10,829)        (335)        --
  Finance fees paid                                              (6,017)        --           (481)
  Repayments of debt                                           (145,295)     (19,603)        --
  Stock repurchase                                                 --         (5,000)        --
  Collection of Rose Partners note receivable                     8,917         --           --
  Dividend to stockholders                                          (61)        --           --
  Repayments of capital lease obligations                        (2,547)        (195)        (212)
  Premiums on mortgage payoff                                       (52)        --           --
                                                                 ------       ------       ------

           Net cash used in financing activities                 (7,934)     (24,174)     (14,539)
                                                                 ------      -------      -------
</TABLE>


See notes to consolidated financial statements.
                                                                     (Continued)


                                      F-6
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 1, 2000
(in thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              December 27,  January 2,   January 1,
                                                                  1997        1999         2000
                                                                 ------      -------      -------
<S>                                                           <C>          <C>          <C>
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                            $     677    $  (1,967)   $     529

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                               1,749        2,426          459
                                                                 ------       ------       ------

 CASH AND CASH EQUIVALENTS, END OF YEAR                       $   2,426    $     459    $     988
                                                              =========    =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid during the period:
    Interest                                                  $  25,285    $  18,322    $  16,855
                                                              =========    =========    =========

    Income taxes                                              $     195    $     107    $     423
                                                              =========    =========    =========

SUPPLEMENTAL SCHEDULE OF
  NONCASH INVESTING ACTIVITIES:
  Reduction of fixed assets                                   $  25,422    $    --      $    --
                                                              =========    =========    =========
  Acquisition of building with issuance of
    note payable                                              $   7,200    $    --      $    --
                                                              =========    =========    =========

SUPPLEMENTAL SCHEDULE OF NONCASH
  FINANCING ACTIVITIES:
  Elimination of capital lease obligations                    $  28,660    $    --      $    --
                                                              =========    =========    =========

  Issuance of note payable in connection with
    acquisition of building                                   $   7,200    $    --      $    --
                                                              =========    =========    =========

  Settlement of note payable                                  $    --      $   4,639    $    --
                                                              =========    =========    =========

NONCASH DIVIDEND OF NOTES
  RECEIVABLE AND LAND HELD FOR SALE                           $   4,162    $    --      $    --
                                                              =========    =========    =========

REDUCTION OF GOODWILL FOR REVERSAL
  OF VALUATION ALLOWANCE ON
  DEFERRED TAX ASSET                                          $  11,479    $    --      $    --
                                                              =========    =========    =========
</TABLE>

See notes to consolidated financial statements.
                                                                     (Concluded)


                                      F-7
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 1, 2000
--------------------------------------------------------------------------------


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization - Di Giorgio  Corporation and Subsidiaries (the "Company") is
      a wholesale  food  distributor  serving  both  independent  retailers  and
      supermarket  chains  principally  in the New York City  metropolitan  area
      including Long Island, New Jersey and to a lesser extent, the Philadelphia
      area.  The  Company   distributes   three  primary   supermarket   product
      categories: grocery, frozen and refrigerated.

      Principles  of  Consolidation  -  The  consolidated  financial  statements
      include the accounts of the Company and its wholly-owned subsidiaries. All
      intercompany accounts and transactions have been eliminated.

      Notes Receivable - The Company periodically  provides financial assistance
      to  independent  retailers by providing  (i) financing for the purchase of
      new  grocery  store   locations;   (ii)  financing  for  the  purchase  of
      inventories  and store  fixtures,  equipment and  leasehold  improvements;
      and/or (iii) extended payment terms for initial  inventories.  The primary
      purpose of such  assistance is to provide a means of continued  growth for
      the Company  through  development of new customer store  locations and the
      enlargement and remodeling of existing stores.  Stores receiving financing
      purchase the majority of their grocery,  frozen and refrigerated inventory
      requirements from the Company. Financial assistance is usually in the form
      of a secured,  interest-bearing loan, generally repayable over a period of
      one to  three  years.  As of  January  1,  2000,  the  Company's  customer
      financing  portfolio  had an  aggregate  balance  of  approximately  $18.3
      million. The portfolio consisted of approximately 68 loans with a range of
      $1,000 to $4.3 million.

      Inventories - Inventories,  primarily  consisting of finished  goods,  are
      valued at the lower of cost (weighted average cost method) or market.

      Property,  Plant and  Equipment - Owned  property,  plant and equipment is
      stated at cost. Capitalized leases are stated at the lesser of the present
      value of future  minimum  lease  payments  or the fair value of the leased
      property.   Depreciation   and   amortization   are  computed   using  the
      straight-line method over the lesser of the estimated life of the asset or
      the lease.

      In the  event  that  facts  and  circumstances  indicate  that the cost of
      long-lived assets may be impaired,  an evaluation of recoverability  would
      be  performed.   If  an  evaluation  is  required,  the  estimated  future
      undiscounted cash flows associated with the asset would be compared to the
      asset's  carrying  amount to determine if a write-down  to market value or
      discounted cash flow value is required.

      Excess  of Cost over Net  Assets  Acquired  - The  excess of cost over net
      assets  acquired  ("goodwill")  is being  amortized  by the  straight-line
      method over 40 years.

      Management  assesses  the  recoverability  of  goodwill by  comparing  the
      Company's  forecasts of cash flows from future  operating  results,  on an
      undiscounted  basis,  to the  unamortized  balance  of  goodwill  at  each
      quarterly  balance sheet date. If the results of such comparison  indicate
      that an impairment  may be likely,  the Company will recognize a charge to
      operations at that time based upon the  difference of the present value of
      the  expected  cash flows  from  future  operating  results  (utilizing  a
      discount rate equal to the  Company's  average cost of funds at the time),
      and the then balance  sheet value.  The  recoverability  of goodwill is at


                                      F-8
<PAGE>


      risk  to the  extent  the  Company  is  unable  to  achieve  its  forecast
      assumptions  regarding  cash  flows  from  operating  results.  Management
      believes,  at this time, that the goodwill  carrying value and useful life
      continues to be appropriate.

      Deferred  Financing  Costs - Deferred  financing costs are being amortized
      over the life of the related debt.

      Environmental   Remediation   Costs  -  The  Company  accrues  for  losses
      associated with environmental remediation obligations when such losses are
      probable and  reasonably  estimable.  Accruals for  estimated  losses from
      environmental  remediation  obligations  generally are recognized no later
      than completion of the remedial feasibility study.

      Such   accruals   are   adjusted  as  further   information   develops  or
      circumstances  change.  Costs of  future  expenditures  for  environmental
      remediation obligations are not discounted to their present value.

      Use of Estimates - The preparation of consolidated 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 consolidated  financial  statements and the
      reported  amounts of revenues and expenses  during the  reporting  period.
      Actual results could differ from those estimates.

      Cash   Equivalents  -  Cash  equivalents  are  investments  with  original
      maturities of three months or less from the date of purchase.

      Revenue  Recognition  - The Company  recognizes  revenue upon  shipment of
      goods to the customer.

      Comprehensive  Income - There  are no  components  of other  comprehensive
      income for the Company except for reported net income.

      Segment  Reporting - Given the similar  economic  characteristics  and the
      similarities  as  to  the  nature  of  products  and  services,  types  of
      customers,  and methods used to distribute products, the Company qualifies
      for the aggregation  rules of the Statement and therefore  operates in one
      reportable segment.

      Fiscal Year - The  Company's  fiscal  year-end is the Saturday  closest to
      December 31. The  consolidated  financial  statements for the period ended
      January 2, 1999 are comprised of 53 weeks.

      Reclassifications  - Certain  reclassifications  were made to prior years'
      consolidated   financial   statements  to  conform  to  the  current  year
      presentation.

      New  Accounting  Pronouncements  - In June 1998 the  Financial  Accounting
      Standards Board (FASB) issued Statement of Accounting Standards (SFAS) No.
      133, Accounting for Derivative  Instruments and Hedging  Activities.  This
      Statement  establishes  accounting and reporting  standards for derivative
      instruments  and for  hedging  activities  and  requires  that  an  entity
      recognize all derivatives as either assets or liabilities in the statement
      of financial position and measure those instruments at fair value. In June
      1999 the FASB issued SFAS No. 137, which defers the effective date of SFAS
      No. 133 to fiscal years beginning after June 15, 2000. The Company has not
      completed  the  process of  evaluating  the impact  that will  result from
      adopting SFAS No. 133.


                                      F-9
<PAGE>


2.    ACCOUNTS AND NOTES RECEIVABLE

      Accounts and notes receivable consist of the following:

                                                      January 2,      January 1,
                                                        1999            2000
                                                            (in thousands)

      Accounts receivable                             $ 66,088       $ 71,349
      Notes receivable                                   8,657          6,897
      Other receivables                                 12,544         15,328
      Less allowance for doubtful accounts              (4,277)        (4,729)
                                                      --------       --------
                                                      $ 83,012       $ 88,845
                                                      ========       ========


3.    PROPERTY, PLANT AND EQUIPMENT

      Property and equipment consist of the following:

                                        Estimated
                                       Useful Life    January 2,     January 1,
                                        in Years         1999           2000
                                                            (in thousands)

      Land                                 --         $    900       $    900
      Buildings and improvements             10          2,810          4,028
      Machinery and equipment              3-10         11,455         13,180
      Less accumulated depreciation                     (9,544)       (10,400)
                                                        ------        -------

                                                         5,621          7,708
                                                         -----          -----

      Capital leases:
        Building and improvements                        3,117          3,117
        Equipment                                          370            370
        Less accumulated amortization                     (775)          (957)
                                                          ----           ----
                                                         2,712          2,530
                                                         -----          -----
                                                      $  8,333       $ 10,238
                                                      ========       ========



      Depreciation expense was approximately  $4,544,  $2,488 and $1,502 for the
      years  ended  December  27,  1997,  January  2, 1999 and  January 1, 2000,
      respectively.  Included in that amount is approximately  $1,451, $182, and
      $182 of amortization of assets under capital leases.

      Grocery Facility - In November 1997, the Company amended its lease for its
      grocery facility,  adding  additional leased property,  extending the term
      and  increasing  the  annual  lease  obligation.   These  changes  in  the
      provisions  of the lease  resulted in the amended lease being treated as a
      new lease and accounted for as an operating  lease.  The net book value of
      the related  capitalized asset of $24.3 million and $27.1 million of lease
      obligations  were  removed  resulting  in a  gain  of  approximately  $2.8
      million.  The gain was classified in warehouse expense in the accompanying
      consolidated statement of operations for the year ended December 27, 1997.


                                      F-10
<PAGE>


      Frozen  Facility  - In  1997,  the  Company  acquired  from a  third-party
      landlord,  land and a building in Garden City for  consideration  of $10.6
      million,  which it previously leased and accounted for as a capital lease.
      On April 1, 1998,  the Company sold that  facility to another  third-party
      for $14.5 million and entered into a lease back for a two-year period with
      an option to extend the lease for an  additional  five-year  period.  This
      transaction resulted in a gain, which was to be amortized over the initial
      lease period.  In connection  with this  sale-leaseback  transaction,  the
      Company  recorded a pre-tax  charge of  approximately  $2.2 million for an
      impairment of certain  previously  acquired  leasehold  improvements.  The
      impairment  recognized  was  measured as the amount by which the  carrying
      value of the assets  exceeded the fair value of the assets.  The charge is
      included in warehouse expense in the accompanying  consolidated  financial
      statement of operations  for the year ended December 27, 1997. The Company
      believed the frozen foods  distribution  business would be integrated into
      its other  location  and this  facility  would be used for a cold  storage
      operation.  Those plans did not  materialize,  which caused the Company to
      conclude, in the fourth quarter of fiscal 1998, that it made more economic
      sense to abandon  the  facility  in 1999.  In  connection  therewith,  the
      Company recorded an expense of  approximately  $4.2 million as follows (i)
      $4.1 million relating to the impairment of the long-lived  assets based on
      cash flow analyses,  (ii) $2.2 million of cash  commitments  subsequent to
      date of abandonment,  (iii) $400,000 of facilities integration costs, (iv)
      $600,000 of exit costs,  and net of (v) $3.1  million  gain on the sale of
      the facility.  The $4.1 million of long-lived  assets was comprised mainly
      of leasehold  improvements,  which were  abandoned when the Company ceased
      operations  of the  facility in May 1999. A summary of the activity in the
      reserve account is as follows:

                                                                  (in thousands)
      Balance at January 2, 1999                                     $ 2,813
      Exit costs                                                        (846)
      Lease commitment costs                                          (1,608)
                                                                      ------
      Balance at January 1, 2000                                     $   359
                                                                     =======

      The remainder of the reserve will be expended prior to March 2000.

4.    EXCESS OF COST OVER NET ASSETS ACQUIRED

      Di  Giorgio  Acquisition  -  The  Company  was  acquired  by  the  current
      stockholders  on February 9, 1990. The  acquisition was accounted for as a
      purchase and the cost of the  Company's  stock,  together with the related
      acquisition  fees and expenses,  was allocated to the assets  acquired and
      liabilities assumed based on fair values.

      Royal  Acquisition - In June 1994, the Company acquired  substantially all
      of the  operating  properties,  assets  and  business  of a dairy and deli
      distribution business. The acquisition was accounted for as a purchase and
      the cost was  allocated  to the assets  acquired and  liabilities  assumed
      based on fair values.

      As of January 2, 1999 and  January 1, 2000,  accumulated  amortization  of
      excess  costs  over net assets  acquired  for the above  acquisitions  was
      approximately $23.9 million and $26.2 million, respectively.


                                      F-11
<PAGE>


5.    FARMINGDALE WAREHOUSE FACILITY

      In August 1997, the Company completed the sale of an option it held on its
      Farmingdale   facility.   The  Company   realized  net  cash  proceeds  of
      approximately  $7.3  million  after the  repayment  of the mortgage in the
      amount of  approximately  $5.2  million.  The  Company  recognized  in the
      statement  of  operations  for the year ended  December 27, 1997 a $40,000
      gain  (before a noncash  write-off  of deferred  expenses in the amount of
      approximately $400,000) on the transaction.

      Included  in other  income for the year  ended  December  27,  1997 is net
      rental income of approximately $192,000 related to the facility.

6.    FINANCING

      On June 20, 1997, the Company completed a refinancing (the  "Refinancing")
      intended to extend debt  maturities,  reduce interest  expense and improve
      financial  flexibility.  The components of the  Refinancing  were: (i) the
      offering of $155 million 10% senior notes due 2007, (ii) the  modification
      of the  Company's  bank  credit  facility,  (iii) the  receipt  of an $8.9
      million payment for the  extinguishment of a note held by the Company from
      Rose  Partners,  LP ("Rose  Partners"),  which owns  98.53% of the Company
      (Note  15),  (iv)  the  consummation  of the  tender  offers  and  consent
      solicitations commenced by the Company and White Rose Foods, Inc., ("White
      Rose") and together  with the tender  offers on May 16, 1997 in respect of
      the  Company's 12% senior notes due 2003 and White Rose's  12-3/4%  senior
      discount notes due 1998,  respectively,  (v) the $4.2 million  dividend by
      the Company to White Rose of certain  assets  which were  unrelated to the
      Company's primary business and the subsequent  dividend of those assets to
      White Rose's stockholders.

      As a result of the  Refinancing,  the  Company  recorded  an $8.5  million
      extraordinary  charge,  net  of a tax  benefit  of  $5.7  million,  on the
      extinguishment  of debt  relating to  premiums  paid in the  aggregate  of
      approximately  $10.8  million  as a result of the  tender  offers  and the
      write-off  of  approximately  $3.2  million  of  deferred  financing  fees
      associated with the 12% senior notes and 12-3/4% senior discount notes.

      Debt consists of the following:

                                     Interest Rate
                                      at January 1,   January 2,     January 1,
                                         2000           1999           2000
                                                           (in thousands)

      Revolving credit facility (a)      8.50 %       $ 20,628       $  6,782
                                                      ========       ========

      Long-term debt:
        10% senior notes (b)            10.00 %       $155,000       $155,000
                                                      ========       ========

      (a)   Revolving  Credit Facility - As of August 1, 1999,  borrowings under
            the $90 million credit facility bore interest at the bank prime rate
            or the adjusted Eurodollar rate plus 1.625%. The interest rate shown
            is the bank  prime  rate.  Given the low  amount of  borrowing,  the
            Company  elected  not to use  the  Eurodollar  option.  The  average
            interest  rate for 1999 was 7.61%.  The  facility  is  scheduled  to
            mature on June 30, 2004.

            Availability for direct borrowings and letter of credit  obligations
            under the revolving credit facility is limited,  in the aggregate to
            the  lesser  of i) $90  million  or ii) a  borrowing  base of 80% of


                                      F-12
<PAGE>


            eligible receivables and 60% of eligible inventory. As of January 1,
            2000, the Company had an additional  $73.3 million of borrowing base
            availability.

            The borrowings  under the revolving  credit  facility are secured by
            the  Company's  inventory  and  accounts  receivable.   Among  other
            matters,  the revolving credit facility contains certain restrictive
            covenants  relating to interest  coverage and capital  expenditures.
            The Company was in  compliance  with the  covenants as of January 1,
            2000.

      (b)   10% Senior  Notes - The senior  notes were issued under an Indenture
            dated as of June 20,  1997  between  the Company and The Bank of New
            York, as Trustee. The senior notes are general unsecured obligations
            of the Company  initially  issued in $155 million  principal  amount
            maturing on June 15,  2007.  The notes bear  interest at the rate of
            10% payable semi-annually, in arrears, on June 15 and December 15 of
            each year, commencing December 15, 1997.

            The notes will be redeemable at the Company's option, in whole or in
            part, at any time on or after June 15, 2002,  at  redemption  prices
            defined in the Indenture. In addition, on or prior to June 15, 2000,
            the Company may redeem up to 35% of the originally  issued notes, at
            a price of 110% of the  principal  amount  together with accrued and
            unpaid interest with the net proceeds of public equity  offerings as
            defined  by the  Indenture.  Upon  the  occurrence  of a  change  of
            control,  holders of the notes  will have the right to  require  the
            Company  to  repurchase  all or a portion of the notes at a purchase
            price equal to 101% of the principal amount, plus accrued interest.

            The Indenture  limits the ability of the Company and its  restricted
            subsidiaries to create,  incur, assume,  issue,  guarantee or become
            liable for any indebtedness,  pay dividends, redeem capital stock of
            the  Company  or  a   restricted   subsidiary,   and  make   certain
            investments.  The Indenture  further restricts the Company's and its
            restricted  subsidiaries'  ability  to  sell or  issue a  restricted
            subsidiaries'   capital  stock,  create  liens,  issue  subordinated
            indebtedness,   sell  assets,   and  undertake   transactions   with
            affiliates.  No  consolidation,  merger  or  other  sale  of  all or
            substantially  all of its  assets  in one  transaction  or series of
            related transactions is permitted, except in limited instances.


7.    FAIR VALUE OF FINANCIAL INSTRUMENTS

      The  carrying   amounts  and  fair  values  of  the  Company's   financial
      instruments are as follows:

                                        January 2, 1999     January 1, 2000
                                       Carrying    Fair    Carrying    Fair
                                        Amount     Value    Amount     Value
                                                    (in thousands)
      Debt:
        Revolving credit facility      $ 20,628  $ 20,628  $  6,782  $  6,782
        10% senior notes                155,000   141,050   155,000   142,600
      Accounts and notes receivable -
        current                          83,012    83,012    88,845    88,845
      Notes receivable - long-term       11,844    11,844    11,386    11,386


      The fair value of the 10% senior  notes as of January 2, 1999 and  January
      1,  2000 are  based on trade  prices  of 91.00  and  92.00,  respectively,
      representing  yields of 11.7%  (as of  January  2,  1999) and 11.6% (as of
      January 1, 2000),  respectively.  Based on the  borrowing  rate  currently
      available to the Company,  the revolving  credit facility is considered to
      be equivalent to its fair value.


                                      F-13
<PAGE>


      The book value of the current and long-term  accounts and notes receivable
      are  equivalent  to  fair  value  which  is  estimated  by  management  by
      discounting the future cash flows using the current rates at which similar
      loans would be made to borrowers  with similar  credit ratings and for the
      same remaining maturities.

8.    ACCRUED EXPENSES

      Accrued expenses consist of the following:

                                                      January 2,     January 1,
                                                        1999            2000
                                                            (in thousands)
                                                         -----          -----
      Legal and environmental                         $  1,556       $  2,403
      Interest                                             866            690
      Employee benefits                                  7,479          8,937
      Due to vendors/customers                           4,997          8,028
      Other                                              9,821          5,853
                                                         -----          -----
                                                      $ 24,719       $ 25,911
                                                      ========       ========

9.    RETIREMENT

a.    Pension Plans - The Company  maintains a  noncontributory  defined benefit
      pension plan covering  substantially all of its  noncollective  bargaining
      employees.  The  Company  makes  annual  contributions  to  the  plans  in
      accordance with the funding requirements of the Employee Retirement Income
      Security Act of 1974. Assets of the Company's pension plan are invested in
      Treasury notes, U.S. Government agency bonds, and temporary investments.

      In fiscal 1998,  the Company  adopted  Statement  of Financial  Accounting
      Standards  No.  132,  Employers'  Disclosures  about  Pensions  and  Other
      Postretirement  Benefits,  which standardizes the disclosure  requirements
      for  pension  and  other  postretirement   benefits,   eliminates  certain
      disclosures,  and requires  additional  information  on the changes in the
      benefit obligations and fair value of plan assets.




                                      F-14
<PAGE>


      The following table provides information for the Pension Plan:

                                                        January 2,    January 1,
                                                          1999          2000
                                                           (in thousands)

      Change in benefit obligation:
      Benefit obligation at beginning of year            $ 47,906    $ 50,115
      Service cost                                            668         714
      Interest cost                                         3,374       3,247
      Actuarial (gain) loss                                 1,648      (5,770)
      Benefits paid                                        (3,481)     (3,567)
                                                         --------    --------
      Benefit obligation at end of year                  $ 50,115    $ 44,739
                                                         ========    ========

                                                         January 2,   January 1,
                                                           1999         2000
                                                            (in thousands)

      Change in plan assets:
        Fair value of plan assets at beginning of year   $ 51,189    $ 51,167
        Actual return on plan assets                        3,459         716
        Benefit payments                                   (3,481)     (3,567)
                                                           ------      ------
      Fair value of plan assets at end of year           $ 51,167    $ 48,316
                                                         ========    ========

      Funded status (fair value of plan assets less benefit
        obligation):                                     $  1,052    $  3,577
        Unrecognized net actuarial gain                     8,088       6,050
        Unrecognized prior service cost                       137         122
                                                              ---         ---
      Prepaid benefit cost                               $  9,277    $  9,749
                                                         ========    ========


      Net pension cost includes the following components:

                                         December 27,    January 2,   January 1,
                                            1997           1999          2000
                                                     (in thousands)

      Service cost                        $    598       $    668    $    714
      Interest cost                          3,334          3,374       3,247
      Expected return on plan assets        (4,438)        (4,467)     (4,489)
      Amortization of prior service cost        14             14          14
      Recognized actuarial loss               --               44          42
                                             -----          -----       -----
                                          $   (492)      $   (367)   $   (472)
                                          ========       ========    ========


                                      F-15
<PAGE>


      For the fiscal years ended December 27, 1997. January 2, 1999, and January
      1, 2000, the following actuarial assumptions were used:

                                        December 27,   January 2,     January 1,
                                           1997          1999           2000

      Weighted average discount rate       7.25 %         7.00 %         7.75 %
      Rate of increase in future
        compensation levels                6.00           6.00           6.00
      Expected long-term rate of
        return on plan assets              9.00           9.00           9.00


      The Company also contributes to pension plans under collective  bargaining
      agreements.  These  contributions  generally  are  based on hours  worked.
      Pension expense for these plans included in operations was as follows:


         Year Ended                                              (in thousands)

      December 27, 1997                                              $1,030
      January 2, 1999                                                 1,012
      January 1, 2000                                                   991


b.    Savings Plan - The Company maintains a defined contribution 401(k) savings
      plan.  Employees  of the  Company  who are  not  covered  by a  collective
      bargaining agreement (unless a bargaining agreement expressly provides for
      participation)  are eligible to participate  in the plan after  completing
      one year of employment.

      Eligible employees may elect to contribute on a tax deferred basis from 1%
      to 15% of their  total  compensation  (as  defined in the  savings  plan),
      subject to statutory limitations. A contribution of up to 5% is considered
      to be a "basic contribution" and the Company makes a matching contribution
      equal to a designated  percentage of a  participant's  basic  contribution
      (which  all may be  subject to  certain  statutory  limitations).  Company
      contributions to the plan are summarized below:

         Year Ended                                              (in thousands)

      December 27, 1997                                              $193
      January 2, 1999                                                 197
      January 1, 2000                                                 199


                                      F-16
<PAGE>


10.   OTHER LONG-TERM LIABILITIES

      Other long-term liabilities consist of the following:

                                                         January 2,   January 1,
                                                           1999         2000
                                                              (in thousands)

      Employee benefits                                  $  1,889    $  1,413
      Deferred income tax liability                          --         1,724
      Legal                                                 1,642       1,460
      Environmental                                           536         451
                                                              ---         ---
                                                         $  4,067    $  5,048
                                                         ========    ========

11.   COMMITMENTS AND CONTINGENCIES

      Legal  Proceedings  - Various  suits and claims  arising  in the  ordinary
      course of business are pending  against the Company and its  subsidiaries.
      In  the  opinion  of  management,   dispositions   of  these  matters  are
      appropriately  provided for and are not expected to materially  effect the
      Company's financial position, cash flows or results of operations.

      The Company has been named in various  claims and  litigation  relating to
      potential  environmental  problems.  In the  opinion of  management  after
      consultation with counsel,  these claims are either without merit, covered
      by  insurance,  adequately  provided for, or not expected to result in any
      material loss to the Company.

      Leases - The  Company  conducts  certain  of its  operations  from  leased
      warehouse facilities and leases transportation and warehouse equipment. In
      addition to rent, the Company pays property  taxes,  insurance and certain
      other expenses relating to leased facilities and equipment.

      The Company  subleased a frozen  warehouse  facility through November 1997
      and  certain  equipment  through  April 1997 from WRGFF  Associates,  L.P.
      ("WRGFF"),  an affiliate of the Company.  For the year  December 27, 1997,
      rental  expense  under these leases with WRGFF  amounted to  approximately
      $0.5 million (Note 3). In May 1997 the Company acquired  tangible property
      formerly the subject of a capital lease at its frozen  facility from WRGFF
      for approximately $2 million.

      The  Company  entered  into a lease  agreement  to  lease a dry  warehouse
      facility,  which the Company is using for its grocery  division as well as
      for its  administrative  headquarters.  The lease commitment  commenced on
      February 1, 1995.  The lease was amended during 1997 (Note 3). The term of
      the new lease expires in 2018 with two five-year  renewal options.  Rental
      payments under the lease are approximately  $2.9 million per year (through
      the expiration date).

      In November  1997,  the Company  entered  into an agreement to lease a new
      frozen warehouse facility in Carteret,  New Jersey. The lease is accounted
      for as an operating  lease.  The lease  expires in 2018 with two five-year
      renewal options.  Rental payments under the lease are  approximately  $1.8
      million  for the first ten years and  approximately  $2.0  million for the
      last ten years.


                                      F-17
<PAGE>


      The following is a schedule of net minimum lease  payments  required under
      capital and operating leases in effect as of January 1, 2000:


                                                          Capital      Operating
      Fiscal Year Ending                                  Leases       Leases
                                                             (in thousands)

      2000                                              $    308     $  9,270
      2001                                                   196        7,547
      2002                                                   186        6,105
      2003                                                   186        5,408
      2004                                                   186        4,979
      Thereafter                                           3,010       63,983
                                                           -----       ------
      Net minimum lease payments                           4,072     $ 97,292
                                                           =====     ========

      Less interest                                        1,785

      Present value of net minimum lease payments
       (including current installments of $167)           $2,287
                                                          ======

      Total rent expense included in operations was as follows:

         Year Ended                                               (in thousands)

      December 27, 1997                                              $ 7,240
      January 2, 1999                                                 12,300
      January 1, 2000                                                 12,272


      Letters of Credit - In the ordinary course of business,  the Company is at
      times  required to issue letters of credit.  The Company was  contingently
      liable for approximately  $5.4 million and $5.1 million on open letters of
      credit   with  a  bank  as  of  January  2,  1999  and  January  1,  2000,
      respectively.

      Guaranty - The  Company  has  issued  certain  guarantees  in an amount of
      approximately $3 million.

      Employment Agreements - The Company has employment agreements with two key
      executives  which will expire in June 2000 and October  2000. In addition,
      one  employee  has an  agreement  that  provides for a six month notice to
      terminate.   Under  these   agreements,   combined   annual   salaries  of
      approximately  $895,600  are  expected  to be  paid  in  fiscal  2000.  In
      addition,  the  executives  are entitled to additional  compensation  upon
      occurrence of certain events.

12.   EQUITY

      In connection with the Refinancing  (Note 6), certain assets consisting of
      the Las Plumas note (Note 15),  land and other  assets,  with an aggregate
      book  value  of  approximately   $4.2  million  were  distributed  to  the
      stockholders of the Company in the form of a dividend.

      During 1998, the Company  repurchased and retired 23.506 and 23.131 shares
      of Class A and Class B common  stock,  respectively,  for  aggregate  cost
      consideration of $5 million.

      As a result of restrictive  covenants contained in the Indenture governing
      the  Company's  publicly  held  debt  as well as  those  contained  in the
      revolving  credit  facility,  the Company is  currently  permitted  to pay
      dividends in an amount up to $4.8 million at January 1, 2000.


                                      F-18
<PAGE>


13.   OTHER INCOME - NET

      Other income consists of the following:

                                       December 27,   January 2,     January 1,
                                          1997          1999           2000
                                                   (in thousands)

      Interest income                     $2,380        $2,092         $2,068
      Net rental income                      192          --              --
      Net gain on disposal of assets         157            23             31
      Other - net                            513         7,419 (a)        645
                                             ---         -----            ---
                                          $3,242        $9,534         $2,744
                                          ======        ======         ======

(a)   The Company  entered into an agreement with a third party which called for
      the  Company  to  receive  consideration  of $7.2  million  related to the
      re-negotiation  of a  contract  to clarify  past  practices.  The  Company
      recognized the $7.2 million as follows:

                                                                   (in millions)

      Forgiveness of promissory note                                   $  4.6
      Cash                                                                1.0
      Note receivable with quarterly installments                         1.7
      Legal fees incurred by the Company                                 (0.1)
                                                                         ----
                                                                        $ 7.2
                                                                        =====

14.   INCOME TAXES

      Deferred income taxes reflect the net tax effects of temporary differences
      between  the  carrying  amounts of assets and  liabilities  for  financial
      reporting purposes and the amounts used for income tax purposes.


                                      F-19
<PAGE>


      The tax effects of significant items comprising the Company's deferred tax
      assets and deferred tax liabilities are as follows:

                                                       January 2,     January 1,
                                                         1999           2000
                                                            (in thousands)

      Deferred tax assets:
      Allowance for doubtful accounts                   $  1,704     $  1,889
      Accrued expenses not deductible until paid           3,112        1,812
      Difference between book and tax basis of property    2,118        2,094
      Net tax operating loss carryforwards                10,002        3,954
                                                          ------        -----
      Deferred tax asset                                  16,936        9,749
                                                          ------        -----
      Deferred tax liabilities:
      Pension asset valuation                             (3,590)      (3,818)
                                                          ------       ------
      Deferred tax liabilities                            (3,590)      (3,818)
                                                          ------       ------
      Net deferred tax assets                           $ 13,346     $  5,931
                                                        ========     ========

      During  the third  quarter  of  fiscal  1997,  the  Company  reversed  the
      valuation  allowance  related  to its  deferred  income  tax  assets.  The
      reversal of the valuation  allowance resulted in a 1997 income tax benefit
      of $3.9  million  and a  reduction  in  goodwill  of  $11.5  million.  The
      reduction in goodwill reflects benefits which were attributable to the pre
      1990 acquisition period.

      As of January 1, 2000,  approximately  $8.0  million of net tax  operating
      loss  carryforwards  (which  expire  between  the years 2008 and 2018) and
      approximately  $8.2  million  of  New  Jersey  state  tax  operating  loss
      carryforward (which expire between the years 2000 and 2002) are available.
      As of January 1, 2000, taxes currently payable was approximately $11,000.

      The income tax provision (benefit) consist of the following:

                                         December 27,    January 2,   January 1,
                                            1997            1999           2000
                                                      (in thousands)

      Current income tax                  $   --         $    294    $    457
      Deferred income tax                    2,659          4,155       7,415
      Reduction in valuation allowance      (3,900)          --          --
                                            ------        -------     -------
                                          $(1,241)       $ 4,449      $ 7,872
                                          =======        =======      =======



                                      F-20
<PAGE>


      A  reconciliation  of the Company's  effective tax rate with the statutory
      Federal tax rate is as follows:

<TABLE>
<CAPTION>
                                                          December 27, January 2, January 1,
                                                             1997        1999       2000
                                                                   (in thousands)
<S>                                                         <C>        <C>       <C>
      Tax at statutory rate                                 $ 1,526    $ 3,070   $ 5,964
      State and local taxes - net of Federal benefit            391       636      1,165
      Permanent differences - amortization of excess
        cost over net assets acquired                           742       743        743
      Reduction in valuation reserve                         (3,900)      --         --
                                                             ------     ------    ------
                                                            $(1,241)   $ 4,449   $ 7,872
                                                            =======    =======   =======
</TABLE>


15.   RELATED PARTY TRANSACTIONS

      In November 1993  approximately  $11 million face value  discount note was
      loaned to Rose Partners,  the current holder of 98.53% of the common stock
      of  the  Company.   The  note  was  issued  at  an  original  discount  of
      approximately  $5.3 million.  In connection with the Refinancing (Note 6),
      the Company received an $8.9 million payment for the extinguishment of the
      note.  For the  year  ended  December  27,  1997,  other  income  includes
      approximately $502,000 of interest income related to the note.

      At December 28, 1996,  Las Plumas,  an affiliate of the Company,  owed the
      Company  approximately $3.5 million,  evidenced by a subordinated note. In
      connection  with  the  Refinancing,   the  note  was  distributed  to  the
      stockholders of the Company in the form of a dividend (Note 12).

      A  director  of the  Company  was a  director  of a  customer.  During the
      three-year  period ended  January 1, 2000,  the Company sold various foods
      products in the amounts of $37.2 million, $48.6 million and $50.9 million,
      respectively, to this customer.

      A director  of the  Company is a partner  in a firm which  provides  legal
      services  to  the  Company  on  an  on-going   basis.   The  Company  paid
      approximately  $171,000,  $110,000 and $128,000,  during each of the three
      years in the period ended January 1, 2000,  respectively,  to the law firm
      for legal services.

      The  Company  employs  the  services of a risk  management  and  insurance
      brokerage firm which is controlled by a director of the Company.  Included
      in the  statement  of  operations  are fees paid to the  related  party of
      $150,000 for each of the three years in the period ended January 1, 2000.

      The Company  recorded income of $166,000,  $71,000 and $64,000 for each of
      the three years in the period ended January 1, 2000, respectively, from an
      affiliated  entity of the President of the Company in connection  with the
      sharing of office facilities and administrative expenses.


                                      F-21
<PAGE>



16.   MAJOR CUSTOMERS

      During the year ended December 27, 1997, sales to two individual customers
      represented  27.4% and 19.5% of net  sales,  respectively,  and sales to a
      similar group of customers represented 10.8%.

      During the year ended  January 2, 1999,  sales to the same two  individual
      customers represented 30.5% and 17.2% of net sales, respectively.

      During the year ended  January 1, 2000,  sales to the same two  individual
      customers  represented  26.3% and 15.2% of net  sales,  respectively,  and
      sales to a similar group of customers represented 13.4%.

                                     ******

                                      F-22
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT                                                             SEQUENTIALLY
NUMBER                              DESCRIPTION                    NUMBERED PAGE



10.13(11) Restated Credit Agreement dated as of November 15, 1999
          among Di Giorgio Corporation as Borrower, the financial
          institutions   thereto,   as  Lenders,   BT  Commercial
          Corporation,  as Agent for the  Lenders,  and  Deutsche
          Bank AG New York, as Issuing Bank.


21(11)    Schedule of Subsidiaries