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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 27, 1997


                         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)

        Registrant's telephone number including area code: (732) 541-5555

                                  ------------


Securities registered pursuant to Section 12(b) of the Act:
                                      NONE



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



   Indicate  by check mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  12 months,  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 March 2, 1998, there were  outstanding  101.62 shares of Class A Common
Stock and 100 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  food retail  markets in the United  States.  Across its grocery,
frozen and dairy product categories,  the Company supplies  approximately 18,000
food and non-food items,  predominantly  national brand name items, to more than
1,600  customer   locations.   The  Company  also  markets  products  using  its
well-recognized White Rose(TM) label, which has been established in the New York
City  metropolitan  area for over 110 years.  The Company  serves  supermarkets,
including  independent  retailers (including members of voluntary  cooperatives)
and chains  principally  in the five  boroughs  of New York City,  Long  Island,
Northern  New  Jersey  and,  to  a  lesser  extent,   the   Philadelphia   area.
Approximately  850  grocery,  frozen and dairy items are offered  with the White
Rose(TM)  label.  For the year ended  December 27,  1997,  the Company had total
revenue of $1,071.8 million and EBITDA (as defined herein) of $36.2 million.

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 new revenue  opportunities and promoting
brand name recognition through the Company's White Rose(TM) label.

On June 20, 1997, the Company  completed a refinancing  (the  "Refinancing")  of
itself and its former parent, White Rose Foods, Inc. ("White Rose"), 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 (the "10% Notes") due 2007 (the  "Offering"),  (ii) the
modification of the Company's bank credit facility (the "Bank Credit Facility"),
(iii) the  receipt  of $8.9  million  from the  repayment  of a note held by the
Company  from Rose  Partners,  LP ("Rose  Partners"),  which  owns  98.5% of the
Company,  (iv) the  consummation of the tender offers and consent  solicitations
commenced by the Company (the "Company Tender Offer") and White Rose (the "White
Rose Tender  Offer," and together  with the Company  Tender  Offer,  the "Tender
Offers") on May 16, 1997 in respect of the  Company's  12% Senior Notes due 2003
(the "12% Notes") and White Rose's 12-3/4%  Senior  Discount Notes due 1998 (the
"12-3/4% Notes"),  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  ("Merger")  of White  Rose with and into the
Company with the Company surviving the merger.


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 dairy  products  from a

                                        1

<PAGE>


single  supplier.   In  addition,   the  Company  is  able  to  merchandise  its
well-recognized White Rose(TM) label consistently across all three categories of
products.  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  well-recognized  regional
brand for quality merchandise across approximately 850 grocery, frozen and dairy
products,  and has been marketed in the New York  metropolitan area for over 110
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  regionally-recognized  label  across  numerous  products
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 to attract and retain customers.

Customer Support  Services.  Certain of the Company's  customers require varying
levels  of  retail  support  services  in order to  compete  effectively  in the
marketplace.  The Company provides a broad spectrum of retail support  services,
including  advertising,   promotional  and  merchandising   assistance;   retail
operations  counseling;  computerized  ordering  services;  and store layout and
equipment  planning.  The Company has a staff of  customer  representatives  who
visit  stores on a regular  basis 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 largest 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;  (iii) extended  payment terms for initial  inventories
and/or (iv) extended payment terms for existing receivable balances. 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 dairy  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 December 27, 1997,  the  Company's  customer  financing  portfolio  had an
aggregate  balance of approximately  $16.1 million.  The portfolio  consisted of
approximately 85 loans with a range of $4,000 to $650,000.

To further serve the needs of its customers,  the Company has recently  expanded
its customer  support  services.  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. The Company's coupon
redemption service facilitates the redemption of vendor coupons by the Company's
customers.  Finally,  through its technologies division, the Company distributes
and  supports  supermarket  scanning  equipment  which  is  compatible  with the
Company's information systems.





                                        2

<PAGE>



Markets and Customers

As of December 27, 1997,  the  Company's  principal  markets  encompass the five
boroughs of New York City,  Long  Island,  northern  New Jersey and, to a lesser
extent,  the  Philadelphia  area.  The Company also has customers in upstate New
York,  Connecticut,  Pennsylvania and Delaware,  and is pursuing  expansion into
markets adjacent to the New York City metropolitan area.

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.  Unlike larger
retail chains which  predominate in suburban areas,  the  independent  retailers
served by the Company tend to be located in urban areas. The Company's customers
include food markets  operating  under some of the  following  trade names:  the
Superfresh,  Waldbaums,  Food  Emporium and A & P Metro  operations 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(TM),  Pioneer(TM)
and Super Food cooperatives.

The Met(TM) and Pioneer(TM) trade names are owned by the Company,  however,  the
customers using the trade names are independently  owned stores. 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. In order to use the trade names as part of the
cooperative arrangement,  customers who use these names purchase the majority of
their grocery,  frozen food and dairy inventory  requirements  from the Company,
thereby enhancing the stability of this portion of the Company's  customer base.
These customers represented approximately 19% and 18% of net sales for the years
ended December 28, 1996 and December 27, 1997, respectively.

During the  fifty-two  weeks ended  December 27,  1997,  the  Company's  largest
customers,  A&P  and  Associated,  accounted  for  approximately  27%  and  19%,
respectively,  of net sales, and the Company's five largest customers  accounted
for  approximately  64% of net sales.  The  Company or certain of its  principal
executive officers have  long-standing  relationships with most of the principal
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 of these 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,  thus  minimizing  cost while  maintaining  the highest  service level
possible.


                                        3

<PAGE>



The Company normally has in-stock approximately 95% of its grocery product line,
approximately  97% of its dairy product line and approximately 96% of its frozen
food  product  line.  Immediate  product  availability,   efficient  warehousing
techniques and flexible  delivery  schedules  generally make it possible for the
Company to ship to customers within 24 to 48 hours of receipt of their orders.

The  Company's  trucking  system  consists  of 119  tractors  (all of which  are
leased),  300 trailers (of which 273 are leased) and 11 trucks (all of which are
leased). On approximately 35% 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 on average  approximately
1,000 deliveries per day each weekday to its customers  through 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
1,400  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  customers'  private label products are purchased from
producers, manufacturers or packers who are licensed by the Company, in the case
of the White Rose(TM) label, or by the owners of the respective private labels .
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 size and frequency
are  determined by management  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.  This system, which operates in concert with the warehouse management
system,  features full electronic data  interchange  capabilities and accounting
interfaces.

The Company from time to time buys increased  quantities of inventory items when
the  manufacturer  is  selling  the item at a  discount  pursuant  to a  special
promotion,  an  industry  practice  known as  "forward  buying."  These  special
promotions  are run by  various  manufacturers  at their  sole  discretion.  The
Company earns income from additional  margins  realized in connection with these
promotional purchasing arrangements,  although there are currently less of these
deals then there used to be.


                                        4

<PAGE>



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 are C &
S Wholesale  Grocers,  Inc.;  Krasdale  Foods,  Inc.,  and  General  Trading Co.
("General Trading") with respect to grocery  distribution,  General Trading with
respect to dairy distribution, and Nassau Suffolk Frozen Food Company, Inc. with
respect to frozen food distribution.  Many of the Company's smaller  competitors
generally  do not provide  retail  support  services and  financing  services to
independent retailers in the Company's market.

The Company also competes with cooperatives such as Key Food Stores Co-operative
Inc.  and Twin County  Grocers  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(TM) and Pioneer(TM) name.

Management  believes  that the  principal  competitive  factors in the Company's
business  include  price,  service,  scope of  products  and  services  offered,
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  well-recognized,
regional  White  Rose(TM)  label,  the retail  support  and  financing  services
associated with its Met(TM) and Pioneer(TM)  voluntary  cooperative  trademarks,
flexible delivery schedules,  competitive prices, competitive levels of customer
service  including newly  introduced  insurance,  coupon-redemption  and scanner
distribution   services,   including   computerized   order   entry,   and   its
well-positioned and efficient distribution networks.

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

Employees

As of February 13, 1998, the Company employed  approximately  1,156 persons,  of
whom  approximately  717 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 dairy  operation  (expiring  November
2000),  its grocery  operation  (warehouse  expiring  October  2002 and trucking
expiring May 2000) and its frozen operation (expiring January 2000).

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

                                        5

<PAGE>



ITEM 2.           PROPERTIES

The Company's  three  principal  warehouse and  distribution  facilities are set
forth below along with its former dairy  distribution  center  (currently  being
used as an auxiliary facility) and its new frozen food 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
obligations  ("the  Amended  Grocery  Facility  Lease").  These  changes  in the
provisions of the lease  resulted in the Amended  Grocery  Facility  Lease being
treated as a new lease and accounted for as an operating lease.

In November 1997, the Company acquired the building and leasehold  improvements,
formerly the subject of a capital lease for its Garden City frozen  facility for
a purchase  price of $9  million,  consisting  of cash and a $7.2  million  note
payable.  The Company is currently  under contract to buy the underlying land at
its frozen facility for $1.6 million. In February 1998, the Company entered into
a contract to sell the Garden  City  frozen  facility  and  underlying  land for
approximately  $14.5 million.  The terms of the agreement require the Company to
lease  back  the  facility  for a  period  of two  years  at an  annual  rent of
approximately $1.5 million.

In November  1997,  the Company  signed an  agreement to lease a new frozen food
facility in Carteret,  New Jersey,  a property  adjacent to its current  grocery
facility.  The  facility is expected to be fully  operational  and  distributing
product to the majority of its customers in the second  fiscal  quarter of 1998.
The lease term is expected to commence March 15, 1998.



Location           Use                     Square Footage    Lease Expiration
--------           ---                     --------------    ----------------
Carteret, New      Groceries and other Non-   645,000     2018 (plus two 5-year
Jersey             Perishables                            renewal options)
Garden City, New   Frozen                     325,000     2000 (plus one 5-year
York                                                      renewal option)
Woodbridge, New    Dairy                      200,000     2001 (plus four 5-year
Jersey                                                    renewal options)
Kearny, New        Auxilliary                  98,000     1999
Jersey
Carteret, New      Frozen                     181,000     2018 (plus two 5-year
Jersey                                                    options)

The  aggregate  operating  lease  rent  paid in  connection  with the  Company's
facilities was approximately $1.2 million in fiscal 1997.

Currently,  the Carteret  grocery  division  distribution  facility  operates at
approximately  70% of  capacity  and the dairy  division  distribution  facility
operates at 80% of  capacity  (both on a three  shift  basis),  while the frozen
foods division  distribution  facility operates at approximately  60%of capacity
(on a two shift basis).

                                        6

<PAGE>



Depending on the type of new business  introduced ( e.g.  high turn product that
is already  slotted in inventory),  each warehouse has greater  capacity to grow
then stated  above.  The frozen  foods  division  distribution  facility has the
flexibility of further increasing  capacity because the Company uses some of the
space leased by it for public storage.


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
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  $1.8  million  as of
December  27, 1997.  The Company  believes  such  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 responsible  for the cleanup  and/or  monitoring 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.
The other two sites in which the Company had previously been named as a PRP have
been settled with nominal contributions from the Company.


                                        7

<PAGE>


The  Company  is not a party to any  material  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  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.


                                        8

<PAGE>



                                     PART II

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

There is no established public offering 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
and the  indenture  governing  its  publicly  held  debt.  As a result  of these
restrictive  covenants,  the  Company  was not  permitted  to pay  dividends  on
December 27, 1997.




                                        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 White Rose and the
Company,  with the  Company as the  survivor,  had taken  place as of January 3,
1993. 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.
The results of  operations  include the  expansion of the dairy  division  since
April 1994 (initial date of the purchase of  substantially  all of the assets of
the Royal Food  Division of Fleming  Foods East,  Inc., a subsidiary  of Fleming
Companies,  Inc.  (the  "Royal  Acquisition").  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
                                        January 1,    December 31,   December 30,  December 28,  December 27,
                                           1994          1994           1995          1996         1997
                                       -----------   ------------  -------------  -----------  -------------
                                                                             (In thousands)
Income Statement Data:
<S>                                    <C>           <C>           <C>           <C>           <C>      
Total revenue .......................  $   774,105   $   936,847   $ 1,023,041   $ 1,050,206   $ 1,071,800
Gross profit(a) .....................       91,131       101,321       107,505       114,487       112,633
  Warehouse expense .................       32,980        37,945        39,676        41,038        42,453
  Transportation expense ............       17,916        21,354        22,759        21,624        22,042
  Selling, general and
    administration expenses .........       18,740        19,835        21,877        22,694        21,598
  Facility integration exp ..........         --           3,986          --            --            --
  Amortization--excess of cost over
    net assets acquired .............        2,616         2,766         2,892         2,892         2,459
Operating income ....................       18,879        15,435        20,301        26,239        24,081
  Interest expense ..................       18,232        20,370        24,887        23,955        21,890
  Amortization--deferred financing
    costs ...........................        1,600         1,479         1,457         1,138           944
  Other (income) , net ..............       (1,888)       (2,939)       (3,842)       (3,758)       (3,242)
Income (loss) from continuing
  operations before income taxes and
  extraordinary items ...............          935        (3,475)       (2,201)        4,904         4,489
Income taxes ........................          109            63           105         3,053        (1,241)
Income (loss) from continuing
   operations and extraordinary items          826        (3,538)       (2,306)        1,851         5,730
(Loss) from discontinued
   operations .......................       (1,178)         --            --            --            --
Extraordinary (loss)/gain on
   extinguishment of debt, net of tax       (3,976)         --             510           219        (8,693)
Net (loss) income ...................  $    (4,328)  $    (3,538)  $    (1,796)  $     2,070   $    (2,963)
</TABLE>

<TABLE>
<CAPTION>
                                        January 1,    December 31,   December 30,  December 28,  December 27,
                                           1994          1994           1995          1996         1997
                                       -----------   ------------  -------------  -----------  -------------
                                                                 (In thousands)
Balance Sheet Data:
<S>                                    <C>           <C>           <C>           <C>           <C> 
Total assets ........................  $   274,988   $   304,147   $   318,430   $   301,069   $   279,961
Working capital .....................        6,012         2,746         7,344        12,342        23,365
Total debt incl capital leases ......      184,421       197,339       223,543       215,308       196,966
Total Stockholder's equity (deficiency)      8,588         5,050         2,035         4,105        (3,081)(b)
</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
         relating  to  premiums  paid as a result of the  Tender  Offers and the
         write-off of the deferred financing fees associated with the 12% Notes,
         the  12-3/4%  Notes and the  Farmingdale  mortgage.  In  addition,  the
         Company  dividended  non-cash,  non-core  assets  consisting of land in
         Colorado and notes receivable with a book value of  approximately  $4.2
         million and $61,400 in cash to its stockholders on June 20, 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;
restrictions  imposed by the documents  governing  the  Company's  indebtedness;
competition; the Company's reliance on several significant customers;  potential
losses from loans to its retailers;  potential  environmental  liabilities which
the  Company  may  have;  the  Company's  labor  relations;  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  consummated  the  Refinancing.  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.

Results of Operations

Fifty-two weeks ended December 27, 1997 and December 28, 1996

Net sales for the fifty-two weeks ended December 27, 1997 were $1,065.4  million
as compared to $1,045.2 for the fifty-two  weeks ended  December 28, 1996.  This
1.9% increase  primarily  reflects  increased frozen food sales to a division of
A&P and  temporary  supplemental  supply  arrangements  offset by a $60  million
decrease in sales to a customer which terminated its contract for dairy division
products in the fourth quarter of 1996.

Other revenue,  consisting of reclamation  service fees,  storage income,  label
income,  and other customer related services,  increased to $6.4 million for the
fifty-two weeks ended December 27, 1997 as compared to $5.0 million in the prior
period  primarily  due  to  providing  a  produce  distribution  service  for  a
particular  customer which ended in June 1997.  Excluding this produce  service,
other  revenue  would  have been $5.8  million  for the  fifty-two  weeks  ended
December 27, 1997 as a result of new services  being offered by the Company,  as
well as, increased services based on additional 1997 revenues.

Gross margin (excluding  warehouse  expense)  decreased to 10.6% of net sales or
$112.6  million for the fifty-two  weeks ended  December 27, 1997 as compared to
11.0% of net sales or $114.5 million for the

                                       11

<PAGE>



prior period as a result of a change in mix of both  customers and product sold.
The Company  has,  and will  continue  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 will have an effect on gross margin.

Warehouse  expense  increased  to 4.0% of net  sales  or $42.5  million  for the
fifty-two  weeks  ended  December  27,  1997 as compared to 3.9% of net sales or
$41.0 million for the prior period.

Transportation  expense remained  constant at 2.1% of net sales or $22.0 million
for the fifty-two weeks ended December 27, 1997 as compared to 2.1% of net sales
or $21.6 million in the prior period.

Selling,  general and  administrative  expense decreased to 2.0% of net sales or
$21.6  million for the  fifty-two  weeks ended  December 27, 1997 as compared to
2.2% of net sales or $22.7 million in the prior period.

Other income, net of other expenses, decreased to $3.2 million for the fifty-two
weeks  ended  December  27,  1997 from $3.8  million in the prior  period due to
$476,000 less interest  income on the Rose  Partners note  receivable  which was
repaid in June 1997. In addition,  as a result of the Farmingdale option sale in
August 1997,  net rental income from that property  decreased  $828,000 in 1997.
These  decreases were offset to some degree by income from a program run for the
benefit of a group of customers.

Interest  expense  decreased  to $21.9  million  for the  fifty-two  weeks ended
December  27, 1997 from $24.0  million  for the prior  period.  The  comparative
decrease  from  the  1996  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 Company's Refinancing on June 20, 1997.

During the third  quarter of fiscal 1997,  the Company  reversed  the  valuation
allowance  related to its  deferred  tax assets.  In the opinion of  management,
sufficient  evidence  now  exists,  such  as the  positive  trend  in  operating
performance  and the favorable  effects of the recently  completed  refinancing,
which indicates that it is more likely than not that the Company will be able to
realize its deferred income tax assets. The reversal of the valuation  allowance
resulted in an 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-acquisition period.

For the year ended December 27, 1997, the Company recorded an income tax benefit
from continuing  operations of $1.2 million (including the $3.9 million benefit)
compared  to an income tax expense of $3.1  million for the year ended  December
28, 1996. The Company's  recorded income tax (benefit)  provision is higher than
the statutory rate primarily because of the  nondeductibility  of certain of the
Company's  amortization of the excess of cost over net asset 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  possible
exception of some alternative minimum tax.

The Company  recorded a net loss for the fifty-two weeks ended December 27, 1997
of $3.0 million,  including an extraordinary loss on the extinguishment of debt,
net of tax, of $8.7  million as  compared to net income of $2.1  million for the
prior period which included a $219,000  extraordinary gain on the extinguishment
of debt.


                                       12

<PAGE>



Fifty-two weeks ended December 28, 1996 and December 30, 1995

Net sales for the  fifty-two  weeks ended  December 28, 1996  increased  2.6% to
$1,045.2  million as compared to $1,018.2  million in the fifty-two  weeks ended
December 30, 1995. The increased sales  primarily  reflects higher same customer
sales, a temporary supplemental third party supply agreement, and higher selling
prices stemming from increased cost of product sold.

Other revenue,  consisting of reclamation  service fees,  storage income,  label
income,  and other customer related services,  increased 4.6% to $5.0 million in
the fifty-two  weeks ended  December 28, 1996 as compared to $4.8 million in the
prior period.

Gross margin (excluding  warehouse  expense)  increased to 11.0% of net sales or
$114.5 million in the fifty-two  weeks ended December 28, 1996 from 10.6% of net
sales or $107.5  million in the prior period as a result of a more favorable mix
of product sold.  Although the Company has taken steps and will continue to take
steps to  maintain  and  improve  its  margins,  there can be no  assurance  the
decrease in promotional  activities,  that  management  believes is any industry
wide trend, will not continue.

Warehouse  expense  remained  relatively  constant at 3.9% of net sales or $41.0
million in the  fifty-two  weeks ended  December 28, 1996 as compared to 3.9% of
net sales or $39.7  million in the prior  period,  as cost  improvements  in the
grocery and frozen  divisions were offset by higher temporary costs in the dairy
division as it related to a change in its receiving and warehousing systems.

Transportation  expense  decreased to 2.1% of net sales or $21.6  million in the
fifty-two  weeks ended December 28, 1996 from 2.2% of net sales or $22.8 million
in the  prior  period  as a  result  of  better  utilization  of  the  Company's
transportation fleet. This was accomplished by reducing the number of deliveries
through  the use of  larger  trailers  acquired  in a  long-term  lease and more
structured delivery schedules. These savings were partly offset by higher wages.

Selling,  general and  administrative  expense increased to 2.2% of net sales or
$22.7 million during the fifty-two  weeks ended December 28, 1996 as compared to
2.1% of net sales or $21.9 million in the prior year.

Other income,  net of other expenses,  remained  constant at $3.8 million during
the  fifty-two  weeks ended  December 28, 1996 as compared to the prior  period.
Other income in 1996 included a cancellation fee of $376,000 from a customer who
prematurely  terminated a supply agreement while other income in 1995 included a
settlement of a lawsuit for approximately $500,000.

Interest  expense  decreased  to $24.0  million  in the  fifty-two  weeks  ended
December  28,  1996 from $24.9  million  in the prior  period.  The  comparative
decrease in the 1996  period  represents  a decline in the  average  outstanding
level of the  Company's  funded debt  partially  offset by the  inclusion of the
Carteret facility capital lease for the full period and additional  accretion of
the senior discount interest.

The Company  recorded an income tax  provision of $3.1  million  resulting in an
effective income tax rate of 62%. The Company's  estimated effective tax rate is
higher than its 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 some alternative minimum tax.


                                       13

<PAGE>



The Company  recorded net income for the fifty-two weeks ended December 28, 1996
of $2.1 million,  which included a $219,000 gain on the  extinguishment of debt,
net of tax,  as compared to a loss of $1.8  million in the prior  period,  which
included a $510,000 gain on the extinguishment of debt, net of tax.


Liquidity and Capital Resources

Cash flows from operations and amounts available under the Company's Bank Credit
Facility are the Company's  principal  sources of liquidity.  The Company's Bank
Credit  Facility  will mature on June 30, 2000 and bears  interest at a rate per
annum equal to (at the Company's option): (i) the Euro Dollar Offering Rate plus
2.25% or (ii) Bankers Trust  Company's prime rate plus 0.75%.  Borrowings  under
the Company's  revolving Bank Credit Facility were $19.7 million at December 27,
1997 at an average  interest of 8.64%.  Additional  borrowing  capacity of $61.2
million was available at that time under the Company's  borrowing  base formula.
The Company believes that these sources will be adequate to meet its anticipated
working  capital  needs,  capital  expenditures,  and debt service  requirements
during fiscal 1998.

During the  fifty-two  weeks ended  December  27, 1997,  cash flows  provided by
operating activities was $8,000, consisting primarily of (i) cash generated from
income  before  extraordinary  items and non-cash  expenses of $17.9 million and
(ii) an increase in accounts payable of $9.4 million which were primarily offset
by (i) an increase in net receivable  levels of $12.3 million,  (ii) an increase
in  inventory  of $6.6  million and (iii) an  increase  in other  assets of $5.1
million.

Cash flow  provided by investing  activities  during the  fifty-two  weeks ended
December 27, 1997 was  approximately  $8.6  million,  consisting  of proceeds of
$12.4  million from the sale of the  Farmingdale  option  offset by $3.9 million
used  for  capital  expenditures.  Net cash  used in  financing  activities  was
approximately  $7.9 million as a result of the Refinancing and the payoff of the
Farmingdale mortgage.

Earnings before interest expense,  income taxes,  depreciation and amortization,
non-recurring  charges such as  extraordinary  gains or losses  ("EBITDA"),  was
$36.2 million during the fifty-two  weeks ended December 27, 1997 as compared to
$36.9 million in the  comparable  prior year period.  In addition to lower gross
margins,  the  decrease  in  EBITDA  is  a  result  of  $500,000  less  in  cash
contributions  from the  Farmingdale  facility as a result of the option sale in
August although net income  increased due to the reduced  interest expense after
the $12.4  million in debt  reduction  and no further  Farmingdale  depreciation
expense.  In  addition,  the change in the  treatment  of the  grocery  division
facility lease from a capital lease to an operating lease in December 1997 had a
$240,000 negative impact on EBITDA. For 1998, the change in lease treatment will
reduce EBITDA an additional  $2.6 million;  however pretax income is expected to
increase by  approximately  $500,000 due to reduced  interest  and  depreciation
charges with respect to the grocery division capital lease.

The  consolidated  indebtedness  of the Company  decreased to $197.0  million at
December  27, 1997 as  compared to $215.3  million at  December  28,  1996.  The
Company  raised an aggregate of $155.0  million  through the issuance of the 10%
Notes and received  $8.9 million from the  repayment of the Rose  Partners  note
which aggregate funds were used (i) to fund the purchase of $85.4 million of the
12% Notes  leaving  $7.5  million  outstanding,  (ii) to fund the $53.7  million
purchase of 100% of the 12 3/4% Notes,  (iii) to pay  premiums of $10.8  million
related  to such  purchases,  (iv) to pay  accrued  interest  and the  fees  and
expenses of the Refinancing,  and (v) to reduce the Bank Credit Facility by $4.9
million.  As a result of the Amended Grocery  Facility Lease, the net book value
of the related  capitalized  asset of $24.3  million and $27.1  million of lease
obligations were eliminated  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

                                       14

<PAGE>



ended  December 27, 1997.  In addition,  the Company  recorded an  impairment of
certain  previously  acquired  leasehold  improvements  related  to  its  frozen
facility.  The  impairment  recognized  was  measured as the amount by which the
carrying value of the assets exceeded the fair value of the assets.

Stockholders'  equity/(deficiency)  decreased to a deficiency of $3.1 million on
December 27, 1997 from $4.1 million of equity on December 28, 1996.The  decrease
was the result of the $8.7  million  extraordinary  charge,  net of tax,  on the
extinguishment  of debt  relating  to  premiums  paid as a result of the  Tender
Offers and the write-off of the deferred  financing fees associated with the 12%
Notes, the 12-3/4% Notes and the Farmingdale mortgage. In addition,  the Company
dividended  non-cash,  non-core assets  consisting of land in Colorado and notes
receivable with a book value of  approximately  $4.2 million and $61,400 in cash
to its stockholders on June 20, 1997.

In August  1997,  the  Company  completed  the sale of the option it held on its
Farmingdale facility, the site of its former grocery warehouse and headquarters,
which had been under  lease to a third  party.  The  Company  realized  net cash
proceeds of approximately  $7.3 million after the repayment of a mortgage in the
amount of approximately $5.2 million. For book purposes the Company recognized a
$40,000  gain (before a noncash  writeoff of deferred  expenses in the amount of
approximately  $400,000)  due to the  original  valuation of the  property.  For
federal income tax purposes,  the Company  expects to use its net operating loss
carryforwards to offset an approximate $12.0 million taxable gain on the sale.

In November 1997,  the Company  purchased the building at its Garden City frozen
food  facility  for $9.0  million,  consisting  of $1.8 million in cash, a $ 7.2
million note due in May 1998 with interest payable monthly at an annualized rate
of 6.7% In  addition,  the  Company  entered  into a contract  to  purchase  the
underlying  land for $1.6  million.  In  February  1998,  the  Company  signed a
contract to sell the facility in the first half of 1998, for $14.5  million.  As
part of the deal the Company  will lease the  facility for a minimum of 2 years.
The Company intends to increase it's cold storage business at that facility,  as
well as exploring continued use as a secondary frozen food distribution  center.
The Company  expects to begin  shipping  frozen food product from its new frozen
facility  in  Carteret,  NJ in the fiscal  second  quarter of 1998.  The Company
expects future frozen division  transportation costs from the new facility to be
approximately  the same as from its current  location as increased costs to Long
Island will be offset by  decreased  costs to New Jersey and  Philadelphia.  The
Company  expects  the cost of the move to be offset  by  various  new  warehouse
vendor incentives.

On  February  19,  1998,  the Company  called for  redemption  of the  remaining
outstanding  $7.5  million  of its 12%  Senior  Notes  at  104.5%  of  par.  The
transaction  is expected to close in March 1998 and result in annual savings for
the Company of approximately  $250,000 given the current  difference in interest
rates between the 12% Senior Notes and the Bank Credit Facility.

The 10% Notes also  provide  that the  Company may  repurchase,  and retire into
treasury  (i) up to $5 million of its  outstanding  Common  Stock if the Company
converts the capital  lease  relating to its Carteret,  New Jersey  distribution
facility  into an  operating  lease  on or  before  December  20,  1998 and (ii)
additional  Common stock up to an amount  equal to $7.3 million  relating to its
sale of the  Farmingdale  Option on or before June 20, 1998.  Currently the Bank
Credit Facility permits (i) but not (ii).

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 and  minimum  net worth.  As of  December  27,  1997,  the Company was in
compliance with its covenants.


                                       15

<PAGE>



The  indenture  governing  the  Company's  10% Notes,  as well as the  agreement
governing  the  Bank  Credit  Facility,  impose  various  restrictions  upon the
Company,  including,  among  other  things,  limitations  on the  occurrence  of
additional debt and the making of certain payments and investments.

From time to time when the Company  considers market conditions  attractive,  as
the Company has  demonstrated in the past, the Company has purchased on the open
market a portion  of its 12% Notes and may in the future  purchase  and retire a
portion of its  outstanding  10% Notes.  In addition,  the Company  continuously
reviews its capital structure,  including its funded debt and capital leases, to
determine if it can more advantageously finance its operations.

Excluding the Garden City  building  purchase,  the Company spent  approximately
$2.1 million on capital  expenditures  during the fifty-two weeks ended December
27, 1997,  and currently  does not expect to spend more than $2.5 million during
1998 on capital expenditures.

The Company expended  approximately  $243,000 in fiscal 1997 and does not expect
to  expend  more  than  $1.0  million  in  fiscal  1998 in  conection  with  the
environmental  remediation of certain presently owned or divested properties. At
December  27,  1997,  the  Company  has  reserved  $1.8  million for those known
environmental  liabilities.  The  Company  intends to finance  such  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.

The Company has begun an  assessment  as to the  existence of any material  Year
2000 issues in its computer systems,  has identified  potential areas of concern
and will begin to  undertake  remediation  of these  areas in the fiscal  second
quarter of 1998. The Company anticipates the remediation will be complete by the
end of 1998, which will allow adequate time for testing. The cost is expected to
be more of a lost opportunity cost than an increased  incremental  direct dollar
cost  since  the  remediation  is  expected  to be  preformed  by the  Company's
personnel.




                                       16

<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 December 28, 1996 and December 27, 1997..  F-3

Consolidated Statements of Operations for each of the
 three years in the period ended December 27, 1997.........................  F-4

Consolidated Statements of of Changes in Stockholder's
 Equity (Deficiency) for each of the three years in the period
 ended December 27, 1997...................................................  F-5

Consolidated Statements of Cash Flows for each of
 the three years in the period ended December 27, 1997.....................  F-6

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



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


Not Applicable.


                                       17

<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)      56       Chairman of Board of Directors, President
                                       and Chief Executive Officer

Richard B. Neff(3)            49       Executive Vice President, Chief Financial
                                       Officer and Director

Stephen R. Bokser             55       Executive Vice President, President of
                                       White Rose Food Division of Di Giorgio
                                       and Director

Jerold E. Glassman(3)         62       Director

Emil W. Solimine(2)           53       Director

Charles C. Carella(1)         64       Director

Jane Scaccetti Fumo(1)        43       Director

Joseph R. DeSimone            58       Senior Vice President Distribution

Robert A. Zorn                43       Senior Vice President and Treasurer

Lawrence S. Grossman          36       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. Mr.  Goldberg is also a Director and Executive
Vice President and President -- Gaming  Operations,  Hilton Hotels  Corporation,
since  December  1996.  Prior  thereto,  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

                                       18

<PAGE>



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  and  Chairman of the Board of
Ryan Beck & Co., an investment banking concern.

Mr. Glassman has been a Director of Di Giorgio since 1990.  Since prior to 1990,
Mr. Glassman has been a Partner of Grotta,  Glassman & Hoffman, a law firm which
has offices in Roseland, New Jersey.

Mr. Bokser has been  Executive  Vice President of Di Giorgio since February 1990
and a Director of Di Giorgio since 1990.  In addition,  Mr. Bokser has served as
President of White Rose Foods  Division of Di Giorgio  since prior to 1991.  Mr.
Bokser has also served as a director of Western Beef, Inc. since 1993.

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.  Solimine has served as a director of Strober  Organization,  Inc., a
building material distributor, 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 offices in Roseland,  New Jersey.  Since 1991, he
has served as Chairman for the Board of Trustees of the  University  of Medicine
and  Dentistry  of New  Jersey  and  since  1983  has  served  on the  Board  of
Administrations of Archdiocese of Newark.

Mrs.  Fumo  became  a  Director  of Di  Giorgio  in 1996.  Mrs.  Fumo has been a
shareholder  for the past  six  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 and  Pennsylvania  Savings
Bank.

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 since
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.

                                       19

<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  December 27,
1997.

<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,                    1997    $400,000       --         --           --
  Chairman of the Board, President     1996    $400,000       --         --           --
  and Chief Executive Officer          1995    $400,000       --         --           --

Richard B. Neff,                       1997    $275,923    $261,000      --        $2,400(2)
  Executive Vice President             1996    $260,900    $145,000      --        $2,250(2)
  and Chief Financial Officer          1995    $240,000    $130,000      --        $2,250(2)

Stephen R. Bokser,                     1997    $313,000    $250,000      --        $2,400(2)
  Executive Vice President             1996    $288,600    $145,000      --        $2,250(2)
   and President of White Rose         1995    $272,255    $130,000      --        $2,250(2)
   Division

Robert A. Zorn,                        1997    $210,600     $32,000      --        $2,400(2)
  Senior Vice President and            1996    $200,600     $20,000      --        $2,250(2)
  Treasurer                            1995    $191,100     $12,500      --        $2,175(2)

Joseph R. DeSimone                     1997    $163,300     $25,000      --        $2,400(2)
  Senior Vice President                1996    $155,300     $20,000      --        $2,250(2)
  Warehousing and Distribution         1995    $147,900     $18,000      --        $1,800(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 1995,
      1996, and 1997 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."

                                       20

<PAGE>



Employment Agreements

The Company is a party to an  Agreement  with Mr. Neff which will  terminate  on
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 has been
paid pursuant to the Agreement  $100,000 in 1997, and will be paid an additional
$100,000 on or before June 30, 1998,  and 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. If
Mr. Neff's  employment  is  terminated by the Company other than for cause,  Mr.
Neff will be entitled to receive the Salary through the end of the Agreement. If
Mr. Neff's  employment is terminated by the Company for cause,  Mr. Neff will be
entitled to receive Salary prorated through the end of the week.

The Company is a party to an Agreement  with Mr. Bokser which will  terminate on
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 has been
paid pursuant to the Agreement  $100,000 in 1997, and will be paid an additional
$100,000 on or before June 30, 1998,  and 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. If
Mr. Bokser's  employment is terminated by the Company other than for cause,  Mr.
Bokser will be entitled to receive the Salary  through the end of the Agreement.
If Mr.  Bokser's  employment is terminated by the Company for cause,  Mr. Bokser
will be entitled to receive Salary prorated through the end of the week.

The  Company  is a party  to an  agreement  with Mr.  Zorn  which  provides  for
employment  through March 10, 1999. The agreement  remains in effect pursuant to
its evergreen  provisions and will remain in effect subject to six months notice
is given by either  party to  terminate.  Currently,  Mr.  Zorn is  entitled  to
receive an annual  salary of  $220,600,  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 for 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.


                                       21

<PAGE>



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
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, $22,921; Mr. Neff, $20,841; Mr. Bokser $87,896; Mr. Zorn, $10,470;
Mr. De Simone, $14,261.


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
10% 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).  This  percentage  is based on the
Company's  consolidated  pre-tax rate of return (i.e., the quotient  obtained by
dividing  the  Company's   adjusted   consolidated   pre-tax   earnings  by  its
consolidated net worth) and ranges from 30% to 50%.

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 and has full investment discretion over their contributions.

A  participant  may withdraw  certain  amounts  credited to his account prior to
termination of employment.  Certain  withdrawals  require financial  hardship or
attainment  of age 59 1/2.  In  general,  amounts  credited  to a  participant's
account will be distributed upon termination of employment.


                                       22

<PAGE>



Compensation of Directors

Directors of the Company who are not employees or otherwise  affiliated with the
Company  receive a quarterly  retainer fee 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  December  27,  1997,  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
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.

BT  Commercial  Corporation  ("BTCC"),  an affiliate of BTNY,  acts as agent and
lender under the Di Giorgio Revolving Credit Facility, entered into concurrently
with the Di Giorgio Senior Note Offering, between the Company and a syndicate of
banks.  In Fiscal  1997 the  Company  paid fees in the  amount of  approximately
$242,000 and interest in the amount of approximately $2.2 million, of which BTCC
received its portion. In addition, the Company paid an annual fee of $100,000 to
BTCC for services as agent.


                                       23

<PAGE>



On August 3, 1992, White Rose Frozen Food ("Frozen Food") and WRGFF  Associates,
L.P.  ("WRGFF"),  a New Jersey limited  partnership  controlled by Mr. Goldberg,
acquired in two  simultaneous  transactions  substantially  all of the operating
properties and assets of Global from Sysco Corporation. To facilitate the Global
Acquisition,WRGFF  purchased and subsequently leased certain assets of Global to
the Company.  In Fiscal 1997,  the Company  paid  approximately  $2.4 million to
WRGFF in connection with the lease and buyout of such assets.

Mr. Bokser is a director of Western Beef,  Inc. In fiscal 1997, the Company sold
various food products to Western Beef, Inc. in the amount of $37.2 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  $171,000 to the firm for fiscal
1997.

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 for fiscal 1997 for such services.

In fiscal  1997,  the  Company  recorded  income of $166,000  from Hilton  Hotel
Corporation  and  subsidiaries,  a  company  in which  Mr.  Goldberg  serves  as
Executive Vice President - President Gaming  Operations,  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.

In connection with the Refinancing,  Rose Partners repaid the Rose Partners Note
in the amount of  approximately  $8.9 million and received a dividend of certain
non-cash assets (including the indebtedness of Las Plumas to the Company) with a
book value of approximately  $4.2 million from White Rose.  Management  believes
that the market value of such assets approximates their book value.

                                       24
<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 December 28, 1996
          and December 27, 1997 .......................................  F-3

          Consolidated Statements of Operations for each of the
          three years in the period ended December 27, 1997 ...........  F-4

          Consolidated Statements of Changes in Stockholder's
          Equity (Deficiency) for each of the three years in the period
          ended December 27, 1997......................................  F-5

          Consolidated Statements of Cash Flows for each of
          the three years in the period ended December 27, 1997........  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

          1.1(15)   -         Purchase  Agreement among Di Giorgio  Corporation,
                              Merrill Lynch & Co., Merrill Lynch, Pierce & Smith
                              Incorporated and BT Securities Corporation.

          2.1(16)   -         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.


                                       25
<PAGE>


          4.1(15)   -         Indenture  between Di Giorgio  Corporation and The
                              Bank of New York,  as Trustee,  including the form
                              of Note, dated as of June 20, 1997.

          4.2(15)   -         Registration  Rights  Agreement  among Di  Giorgio
                              Corporation,  Merrill Lynch & Co.,  Merrill Lynch,
                              Pierce,   Fenner  &  Smith   Incorporated  and  BT
                              Securities Corporation, dated as of June 20, 1997.

          4.3(3)    -         Indenture,  dated  February 2, 1993 under which Di
                              Giorgio's Senior Notes due 2003 are issued.

          4.4(15)   -         Supplemental Indenture, dated June 9, 1997 between
                              Di Giorgio  Corporation  and The Bank of New York,
                              as Trustee.

          4.5(3)    -         Di Giorgio 12% Senior Note  Certificate  Specimen,
                              dated as of February 1, 1993.

          10.1(3)   -         Credit  Agreement  dated as of  February  10, 1993
                              among   the  Di   Giorgio   Corporation,   various
                              financial institutions, BT Commercial Corporation,
                              as agent and Bankers Trust Company as Issuing Bank

          10.2(5)   -         Sublease Agreement between MF Corp.  (sublandlord)
                              and  PC  Richard  & Son  Long  Island  Corporation
                              (subtenant),  dated  July 27,  1993,  relating  to
                              facilities located in Farmingdale, New York

          10.3(17)+ -         Amended   and   Restated   Employment    Agreement
                              effective  as of  October  31,  1997  between  the
                              Company and Richard B. Neff.

          10.4(1)+  -         Employment   Agreement  dated  February  18,  1992
                              between the Company and Robert A. Zorn

          10.5(16)+ -         Second Amended and Restated  Employment  Agreement
                              dated  June  30,  1997  between  the  Company  and
                              Stephen R. Bokser

          10.6(3)+  -         Di Giorgio Retirement Plan as Amended and Restated
                              effective January 1, 1989 (dated January 26, 1996)

          10.7(11)+ -         Di Giorgio  Retirement Savings Plan as Amended and
                              Restated effective January 1, 1989

          10.8(13)+ -         Amendment  to the Di  Giorgio  Retirement  Savings
                              Plan effective January 1, 1989 (dated November 28,
                              1995)

          10.9(1)   -         Lease  between The Four B's  (landlord)  and White
                              Rose  Dairy,  a division  of Di  Giorgio  (tenant)
                              dated  November 21, 1988, as amended May 11, 1989,
                              relating  to  facilities  located in  Kearny,  New
                              Jersey

          10.11(2)  -         Sub-Sublease   between  WRGFF   (sublandlord)  and
                              Frozen  Food  (subtenant),  dated  August  3, 1992
                              relating to facilities located in Garden City, New
                              York

          10.12(4)  -         Consent and  Amendment  No. 1 dated as of June 25,
                              1993 to Credit  Agreement dated as of February 10,
                              1993

                                       26
<PAGE>

          10.13(5)  -         Consent and  Amendment  No. 2 dated as of November
                              3, 1993 to Credit  Agreement  dated as of February
                              10, 1993

          10.14(3)  -         Note  Pledge  Agreement  dated as of  February  1,
                              1993,  by Di  Giorgio  Corporation  in favor of BT
                              Commercial Corporation, as agent

          10.15(3)  -         License  and  Security   Agreement   dated  as  of
                              February  1, 1993,  by Di Giorgio  Corporation  in
                              favor of BT Commercial Corporation, as agent

          10.16(3)  -         Promissory  Note dated as of February 2, 1993 made
                              by Las Plumas  Lumber  Corporation  in favor of Di
                              Giorgio

          10.18(1)  -         Settlement  Agreement  dated July 30, 1992, by and
                              between White Rose Foods,  Inc. and the Furniture,
                              Flour,  Grocery,  Teamsters and Chauffeurs  Union,
                              Local No. 138

          10.19(3)  -         Tax Sharing  Agreement  effective  January 1, 1992
                              among DIG  Holding,  Di Giorgio and certain  other
                              parties

          10.20(6)  -         Amendment  to  Tax  Sharing  Agreement   effective
                              January 1, 1993 among DIG Holding,  Di Giorgio and
                              certain other parties

          10.30(7)  -         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

          10.31(7)  -         Consent and  Amendment  No. 3 dated March 30, 1994
                              to Credit Agreement dated as of February 10, 1993

          10.32(8)  -         Consent and  Amendment  No. 4 dated April 22, 1994
                              to Credit Agreement dated as of February 10, 1993.

          10.33(9)  -         Asset Purchase Agreement made as of the 1st day of
                              April  1994 by and among Di  Giorgio  Corporation,
                              Fleming  Foods East Inc.  and  Fleming  Companies,
                              Inc., and First  Amendment dated April 7, 1994 and
                              Second Amendment dated April 20, 1994.

          10.34(10) -         Third Amendment dated as of June 20, 1994 to Asset
                              Purchase  Agreement  of April 1, 1994  between  Di
                              Giorgio Corporation,  Fleming Foods East, Inc. and
                              Fleming Companies, Inc.

          10.35(11) -         Amendment No. 5 dated  November 15, 1994 to Credit
                              Agreement dated as of February 10, 1993.

          10.36(11) -         Waiver  and  Amendment  No. 6 dated as of March 3,
                              1995 to Credit  Agreement dated as of February 10,
                              1993.

                                       27
<PAGE>

          10.37(11) -         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.

          10.38(12) -         Amendment No. 7 dated September 30, 1995 to Credit
                              Agreement dated as of February 10, 1993.

          10.39(14) -         Amendment No. 8, dated as of September 26, 1996 to
                              Credit Agreement dated as of February 10, 1993.

          10.40(15) -         Amendment  No.  9,  dated  as of May  23,  1997 to
                              Credit Agreement dated as February 10, 1993.

          10.41(15) -         Amendment  No.  10,  dated as of June 11,  1997 to
                              Credit Agreement dated as of February 10, 1993.

          10.42(18) -         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.

          10.43(18) -         Third Amendment, dated as of November 26, 1997, to
                              Carteret  grocery  warehouse  lease  dated  as  of
                              February 11, 1994.

          10.44(18) -         Agreement  of Sale  between the Company and United
                              States Steel and Carnegie  Pension  Fund,  Inc. to
                              acquire  the  fee  interest  in the  land  and its
                              rights as  landlord  under the  ground  lease with
                              Waldbaum,  Inc. at the Company's  Garden City, New
                              York frozen food facility dated as of November 26,
                              1997.

          10.45(18) -         Agreement  to Assign  Ground  Lease  and  Sublease
                              between  the  Company  and  Waldbaum,  Inc. at the
                              Company's   Garden  City,  New  York  frozen  food
                              facility dated as of November 28, 1997.

          10.46(18) -         Agreement of Purchase and Sale between the Company
                              and FR Acquisitions,  Inc. of the Company's Garden
                              City,  New York frozen food  facility  dated as of
                              February 19, 1998.

          10.47(18) -         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.

          12.1(15) -          Statement   Regarding   Computation  of  Ratio  of
                              Earnings to Fixed Charges.

          21(18)   -          Subsidiaries of the Registrant



                                       28
<PAGE>

------------------------------------------
+     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  Quarterly  Report on Form 10-Q
      (File No. 1-1790) filed with the Commission on August 16, 1993

(5)   Incorporated by reference to the Company's  Quarterly  Report on Form 10-Q
      (File No. 1-1790) filed with the Commission on November 12, 1993

(6)   Incorporated  by  reference to the  Registration  Statement on Form S-4 of
      White Rose Foods,  Inc. (File No.  33-72284)  filed with the Commission on
      November 24, 1993.

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

(8)   Incorporated by reference to the Company's  Quarterly  Report on Form 10-Q
      for quarter ended April 2, 1994 (File 1-1790)

(9)   Incorporated  by reference  to the  Company's  Current  Report on Form 8-K
      dated April 25, 1994 (File 1-1790)

(10)  Incorporated by reference to the company's  Quarterly  Report on Form 10-Q
      for quarter ended July 2, 1994 (File 1-1790)

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

(12)  Incorporated  by reference to the  Quarterly  Report on Form 10-Q of White
      Rose Foods, Inc. for quarter ended September 30, 1995 (File 33-72284)

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

(14)  Incorporated by reference to the Company's  Quarterly  Report on Form 10-Q
      for quarter ended September 28, 1996 (File 1-1790).

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

                                       29
<PAGE>

(16)  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.

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

(18)  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.





                                       30

<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 3rd day of
March, 1998.

                                       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                                            March 3, 1998
-----------------------------  Chairman, President and Chief 
Arthur M. Goldberg             Executive Officer (Principal
                               Executive Officer)

 /s/ Jerold E. Glassman                                            March 3, 1998
-----------------------------  Director 
Jerold E. Glassman

 /s/ Emil W. Solimine                                              March 3, 1998
-----------------------------  Director
Emil W. Solimine

 /s/ Charles C. Carella                                            March 3, 1998
-----------------------------  Director
Charles C. Carella

 /s/ Jane Scaccetti Fumo                                           March 3, 1998
-----------------------------  Director 
Jane Scaccetti Fumo

 /s/ Richard B. Neff                                               March 3, 1998
-----------------------------  Executive Vice President and 
Richard B. Neff                Chief Financial Officer (Principal
                               Financial and Accounting
                               Officer); Director

 /s/ Stephen R. Bokser                                             March 3, 1998
-----------------------------  Executive Vice President and 
Stephen R. Bokser              Director





<PAGE>




DI GIORGIO CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                          Page
<S>                                                                                        <C>    

INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS                          F-2

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets as of December 28, 1996 and December 27, 1997                  F-3

Consolidated Statements of Operations for Each of the Three Years in the Period
  Ended December 27, 1997                                                                  F-4

Consolidated Statements of Changes in Stockholder's Equity (Deficiency) for Each of the
  Three Years in the Period Ended December 27, 1997                                        F-5

Consolidated Statements of Cash Flows for Each of the Three Years in the Period
  Ended December 27, 1997                                                                  F-6

Notes to Consolidated Financial Statements                                                 F-8
</TABLE>


                                      F-1
<PAGE>





INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Di Giorgio Corporation
Carteret, New Jersey

We have audited the  consolidated  balance sheets of Di Giorgio  Corporation and
subsidiaries  (the "Company") as of December 28, 1996 and December 27, 1997, and
the  related  consolidated   statements  of  operations,   stockholders'  equity
(deficiency)  and cash  flows for each of the three  years in the  period  ended
December 27, 1997.  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  Company's  management.  Our
responsibility  is to  express  an opinion  on these  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 an 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 financial  position of the Company at December 28, 1996
and December 27, 1997, and the results of their  operations and their cash flows
for each of the three years in the period ended  December 27, 1997 in conformity
with  generally  accepted  accounting  principles.  Also,  in our opinion,  such
financial statement schedule, when considered in relation to the basic financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.





DELOITTE & TOUCHE LLP

Parsippany, New Jersey
February 20, 1998



                                       F-2
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED  BALANCE  SHEETS  
DECEMBER  28,  1996  AND  DECEMBER  27,  1997
(In Thousands, Except Share Data)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    December 28,    December 27,
ASSETS                                                                  1996           1997
<S>                                                                    <C>           <C>
CURRENT ASSETS:
  Cash and equivalents                                                 $ 1,749       $ 2,426
  Accounts and notes receivable - Net                                   61,550        71,715
  Inventories                                                           49,563        56,121
  Prepaid expenses                                                       3,706         8,234
                                                                         -----         -----
           Total current assets                                        116,568       138,496

PROPERTY, PLANT AND EQUIPMENT - Net                                     56,270        22,144

LONG-TERM NOTES RECEIVABLE                                              19,276         7,428

DEFERRED TAXES                                                               -        12,266

DEFERRED FINANCING COSTS                                                 4,172         5,657

OTHER ASSETS                                                            12,216        15,341

EXCESS OF COST OVER NET ASSETS ACQUIRED                                 92,567        78,629
                                                                        ------        ------
TOTAL                                                                $ 301,069     $ 279,961
                                                                     =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Revolving credit facility                                           $ 26,719      $ 19,669
  Current installment - long-term debt and capital lease liability       3,677        15,465
  Accounts payable - trade                                              49,468        58,899
  Accrued expenses                                                      24,362        21,098
                                                                        ------        ------
           Total current liabilities                                   104,226       115,131

LONG-TERM DEBT                                                         153,389       159,333

CAPITAL LEASE LIABILITY                                                 31,523         2,499

OTHER LONG-TERM LIABILITIES                                              7,826         6,079

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Common stock, Class A, $.01 par value - authorized, 1,000 shares;
     issued and outstanding, 101.62 shares                                   -             -
  Common stock, Class B, $.01 par value - authorized, 1,000 shares;
    issued and outstanding, 100 shares                                       -             -
  Additional paid-in capital                                            17,225        13,002
  Accumulated deficit                                                  (13,120)      (16,083)
                                                                       -------       ------- 
            Total stockholders' equity (deficiency)                      4,105        (3,081)
                                                                         -----        ------ 
TOTAL                                                                $ 301,069     $ 279,961
                                                                     =========     =========
</TABLE>

See notes to consolidated financial statements.


                                       F-3
<PAGE>

DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 1997
(In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    Year Ended
                                                       December 30, December 28, December 27,
                                                           1995         1996        1997
<S>                                                    <C>          <C>          <C> 
REVENUE:
  Net sales                                            $ 1,018,218  $ 1,045,161  $ 1,065,381
  Other revenue                                              4,823        5,045        6,419
                                                             -----        -----        -----
           Total revenue                                 1,023,041    1,050,206    1,071,800

COST OF PRODUCTS SOLD                                      915,536      935,719      959,167
                                                           -------      -------      -------
           Gross profit - exclusive of warehouse
             expense shown separately below                107,505      114,487      112,633

OPERATING EXPENSES:
  Warehouse expense                                         39,676       41,038       42,453
  Transportation expense                                    22,759       21,624       22,042
  Selling, general and administrative expenses              21,877       22,694       21,598
  Amortization - excess of cost over net assets
     acquired                                                2,892        2,892        2,459
                                                             -----        -----        -----
OPERATING INCOME                                            20,301       26,239       24,081

INTEREST EXPENSE                                            24,887       23,955       21,890

AMORTIZATION - Deferred financing costs                      1,457        1,138          944

OTHER INCOME - Net                                          (3,842)      (3,758)      (3,242)
                                                            ------       ------       ------ 
INCOME (LOSS) BEFORE INCOME TAXES
    AND EXTRAORDINARY ITEM                                  (2,201)       4,904        4,489

INCOME TAXES                                                   105        3,053       (1,241)
                                                               ---        -----       ------ 
INCOME (LOSS) BEFORE EXTRAORDINARY
    ITEM                                                    (2,306)       1,851        5,730

EXTRAORDINARY ITEM:
  Gain (loss) on extinguishment of debt - net of tax           510          219       (8,693)
                                                               ---          ---       ------ 
NET INCOME (LOSS)                                         $ (1,796)     $ 2,070     $ (2,963)
                                                          ========      =======     ======== 
</TABLE>

See notes to consolidated financial statements.


                                       F-4
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 1997
(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>
BALANCE,
DECEMBER 31, 1994           101.62     $ -       100.00    $ -       $ 18,444     $ (13,394)     $ 5,050

  Net loss                    -          -         -         -             -         (1,796)      (1,796)

  Dividend to
    stockholders              -          -         -         -        (1,219)            -        (1,219)
                            ------     ----      ------    ----      --------      ---------     -------- 

BALANCE,
  DECEMBER 30, 1995         101.62       -       100.00      -        17,225        (15,190)       2,035

  Net income                  -          -         -         -             -          2,070        2,070
                            ------     ----      ------    ----      --------      ---------     -------- 

BALANCE,
  DECEMBER 28, 1996         101.62       -       100.00      -        17,225        (13,120)       4,105

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

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

BALANCE,
  DECEMBER 27, 1997         101.62     $ -       100.00    $ -       $ 13,002     $ (16,083)    $ (3,081)
                            ======     ====      ======    ====      ========     =========     ======== 
</TABLE>


See notes to consolidated financial statements.


                                       F-5
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 1997
(In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    Year Ended
                                                        December 30, December 28, December 27,
                                                             1995        1996        1997
<S>                                                      <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                      $  (1,796)  $   2,070   $  (2,963)
  Adjustments to reconcile net (loss) income to
    net cash provided by operations:
    Extraordinary (gain) loss on extinguishment
      of debt - net of tax                                    (510)       (219)      8,693
    Depreciation and amortization                            3,949       4,488       4,544
    Amortization of deferred financing costs                 1,457       1,138         944
    Amortization of excess of cost over net
      assets acquired                                        2,892       2,892       2,459
    Other amortization                                         527         527       1,840
    Provision for doubtful accounts                          2,100       1,850       1,300
    Increase in prepaid pension cost                          (720)       (461)       (667)
    Non-cash interest expense                                5,775       5,890       3,010
    Non-cash interest income                                  (846)       (981)       --
    Deferred tax benefit                                      --          --        (1,241)
    Income tax benefit offset against excess of cost
      over net assets acquired                                --         3,008        --
    Gain on reclassification of capitalized lease - net       --          --        (2,838)
    Impairment loss on leasehold improvements                 --          --         2,698
    Changes in assets and liabilities:
      (Increase) decrease in:
        Accounts and notes receivable                        1,609       7,464     (11,465)
        Inventories                                          1,272       2,768      (6,558)
        Prepaid expenses                                      (327)       (169)        660
        Other assets                                           595         661      (5,103)
        Long-term receivables                                1,560      (3,666)       (804)
      Increase (decrease) in:
        Accounts payable                                    (6,304)     (8,946)      9,431
        Accrued expenses and other liabilities              (2,426)     (2,250)     (3,932)
                                                         ---------   ---------   ---------
           Net cash provided by operating activities         8,807      16,064           8
                                                         ---------   ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment                (1,920)     (1,004)     (3,829)
  Proceeds from Farmingdale sale                              --          --        12,432
  Proceeds from contingent reimbursement                     1,063        --          --
                                                         ---------   ---------   ---------
              Net cash (used in) provided by
                investing activities                          (857)     (1,004)      8,603
                                                         ---------   ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings (repayments) from revolving
    credit facility - net                                   (6,529)     (5,584)     (7,050)
  New note offering                                           --          --       155,000
  Premiums on completed tender offers                         --          --       (10,829)
  Finance fees paid                                           (600)       --        (6,017)
  Repayments of debt                                        (3,529)     (5,942)   (145,295)
  Collection of Rose Partners note receivable                 --          --         8,917
  Dividend to stockholders                                  (1,219)       --           (61)
  Repayments of capital lease obligations                   (3,990)     (2,232)     (2,547)
  Premiums on mortgage payoff                                 --          --           (52)
  Refinancing                                                6,600        --          --
                                                         ---------   ---------   ---------
           Net cash used in financing activities            (9,267)    (13,758)     (7,934)
                                                         ---------   ---------   ---------
</TABLE>

See notes to consolidated financial statements.
                                                                     (Continued)
                                       F-6
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 1997
(In Thousands)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     Year Ended
                                                        December 30, December 28, December 27,
                                                            1995         1996       1997
<S>                                                      <C>         <C>         <C>    
NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                       $  (1,317)  $   1,302   $     677

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                          1,764         447       1,749
                                                         ---------   ---------   ---------

CASH AND CASH EQUIVALENTS,
  END OF YEAR                                            $     447   $   1,749   $   2,426
                                                         =========   =========   =========

SUPPLEMENTAL SCHEDULE OF
  NON-CASH INVESTING ACTIVITIES:
  Acquisition of warehouse facility
    and machinery in exchange for
    capital lease                                        $  28,391        --          --
  Reduction of fixed assets                                   --          --     $  25,422
  Acquisition of building with issuance of
    note payable                                              --          --         7,200

SUPPLEMENTAL SCHEDULE OF NON-CASH
  FINANCING ACTIVITIES:
  Elimination of capital lease obligations                    --          --     $  28,660
  Issuance of note payable in connection with
    acquisition of building                                   --          --         7,200

SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION:
  Cash paid during the period:
    Interest                                             $  19,635   $  18,569   $  25,285
                                                         =========   =========   =========
    Income taxes                                         $     125   $      73   $     195
                                                         =========   =========   =========
NON-CASH 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
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 1997
--------------------------------------------------------------------------------


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization - Di Giorgio  Corporation (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,
      northern New Jersey and to a lesser  extent,  the  Philadelphia  area. The
      Company distributes three primary supermarket product categories: grocery,
      frozen and dairy.

      On December 27, 1996, the Company's parent, White Rose Foods, Inc. ("White
      Rose") and its  parent,  DIG Holding  Corp.  ("DIG  Holding"),  effected a
      merger with White Rose  continuing  as the surviving  corporation.  As the
      stockholders  of White  Rose were  identical  to the  stockholders  of DIG
      Holding,  the exchange of shares was a transfer of interest among entities
      under common control, and was accounted for at historical cost in a manner
      similar to pooling of interests accounting.

      On June 20, 1997, the Company and White Rose consummated a merger in which
      White Rose was merged with and into the  Company,  with the Company as the
      survivor.  Since the  stockholders  of the Company  were  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  consolidated  financial  statements  presented  herein
      reflect the assets and  liabilities  and related results of operations for
      the combined entity for all periods.  Revenue for the years ended December
      30,  1995,  December  28, 1996 and December 27, 1997 were the same for the
      separate  entities prior to the combination.  Income before  extraordinary
      items would have been  approximately  $2.3 million,  $3.0 million and $1.5
      million  higher  for the  Company  than  White  Rose for the  years  ended
      December 30, 1995, December 28, 1996 and December 27, 1997,  respectively,
      prior  to the  combination  due to  additional  White  Rose  net  interest
      expense.

      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.

      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.

                                      F-8
<PAGE>

      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
      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 using the straight-line method.

      Use of Estimates - The  preparation of financial  statements in conformity
      with generally accepted accounting  principles requires management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities  and  disclosure of contingent  assets and  liabilities at the
      date of the financial  statements and the reported amounts of 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.

      Fiscal Year - The  Company's  fiscal  year-end is the Saturday  closest to
      December 31. The financial  statements  for each of the three years in the
      period ended December 27, 1997 comprised 52 weeks.

      Reclassifications  -  Previously,  the Company  classified as other income
      reclamation   service  fees,  label  income  and  other   customer-related
      services.  Commencing in the year ended  December 28, 1996, the Company is
      classifying  these items as other  revenue.  Prior year  amounts have been
      reclassified  accordingly.  The change in classification  has no effect on
      previously reported net income.

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

      New  Accounting  Pronouncement  - In June 1997,  the Financial  Accounting
      Standards Board issued Statement of Financial  Accounting Standards (SFAS)
      No.  131,   Disclosures  about  Segments  of  an  Enterprise  and  Related
      Information,  which will be effective for financial  statements  beginning
      after December 15, 1997. SFAS No. 131 redefines how operating segments are
      determined and requires expanded quantitative and qualitative  disclosures
      relating  to a  company's  operating  statements.  The Company has not yet
      completed its analysis of how it will be effected.

                                      F-9
<PAGE>

2.    ACCOUNTS AND NOTES RECEIVABLE

      Accounts and notes receivable consists of the following:

                                                December 28,     December 27,
                                                   1996              1997
                                                       (In Thousands)

Accounts receivable                              $ 52,688          $ 57,263
Notes receivable                                    7,192             8,627
Other receivables                                   5,981            10,028
Less allowance for doubtful accounts               (4,311)           (4,203)
                                                   ------            ------ 
                                                 $ 61,550          $ 71,715
                                                 ========          ========

3.    PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment consists of the following:

                                    Estimated
                                   Useful Life      December 28,    December 27,
                                    in Years           1996             1997
                                                           (In Thousands)

Land                                     -             $ 900             $ 900
Buildings and improvements              10            19,492            19,322
Machinery and equipment                3-10           10,495            10,826
Less accumulated depreciation                         (9,102)          (12,674)
                                                      ------           ------- 
                                                      21,785            18,374
                                                      ------            ------

Capital leases:
  Building and improvements                           32,488             4,419
  Equipment                                            8,410               370
  Less accumulated amortization                       (6,413)           (1,019)
                                                      ------            ------ 
                                                      34,485             3,770
                                                      ------             -----
                                                    $ 56,270          $ 22,144
                                                    ========          ========

      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.

      Frozen Facility - In November 1997, the Company  acquired the building and
      leasehold  improvements,  formerly the subject of a capital  lease for its
      frozen facility  located in Garden City, New York, for a purchase price of
      $9 million,  consisting of cash and a $7.2 million note payable (Note 6g).
      As a result of this transaction,  the building and leasehold  improvements
      acquired were  recorded and the net book value of the related  capitalized
      asset of $1.7  million and $1.6 million of lease  obligation  were removed

                                      F-10
<PAGE>

      resulting  in a loss of  approximately  $0.1  million.  In  addition,  the
      Company  entered into a contract to purchase the underlying  land for $1.6
      million.

      In February 1998,  the Company  entered into a contract to sell its Garden
      City, New York frozen facility and underlying land for approximately $14.5
      million and management  anticipates  the transaction to close by March 31,
      1998.  The terms of the  agreement  require  the Company to lease back the
      facility for a period of two years with one five year option, at an annual
      rent of approximately $1.5 million.  The Company  anticipates  operating a
      storage  facility at this location.  In connection with this  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  statement
      of operations for the year ended December 27, 1997.

      The Company  anticipates  moving its  existing  frozen  food  distribution
      business  from its Garden City,  New York  facility to its  Carteret,  New
      Jersey facility (Note 11).

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.  As of December  28, 1996 and
      December  27,  1997,  accumulated  amortization  of excess  costs over net
      assets   acquired   was   approximately   $18,193,000   and   $20,376,000,
      respectively.

      Royal  Acquisition - In June 1994, the Company acquired  substantially all
      of the  operating  properties,  assets and  business of the 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 December  28, 1996 and  December  27,  1997,
      accumulated  amortization  of excess  costs over net assets  acquired  was
      approximately $702,000 and $978,000, respectively.

5.    FARMINGDALE WAREHOUSE FACILITY

      On July 27, 1993, the Company,  through its  wholly-owned  subsidiary,  MF
      Corp.,  entered into an agreement  for the  sublease of  Farmingdale,  the
      Company's old grocery facility.  The initial term of the sublease was five
      years.  The  sublessee was also granted an option,  which was  exercisable
      under certain circumstances, to purchase the property. The Company and the
      fee owner  would share the  economic  benefits,  if any, of the  resulting
      income stream,  and any excess proceeds of financing  related thereto with
      80% to the Company and 20% to the fee owner.

      On March 9, 1995, the Company,  through MF Corp.  and in conjunction  with
      the fee owner, completed a $6.6 million mortgage financing of Farmingdale.
      The  Company  realized  proceeds  in the  amount  of  $3.4  million  after
      deducting a $2.2 million  capital lease  liability  payment and $1 million
      representing  associated  fees,  escrow  deposits and a payment to the fee
      owner.

      In August 1997,  the Company  completed  the sale of the 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 a $40,000
      

                                      F-11
<PAGE>

      gain  (before a noncash  write off of  deferred  expenses in the amount of
      approximately  $400,000) in the statement of operations for the year ended
      December 31, 1997 on the transaction.

      Included in other  income for the three years ended  December  27, 1997 is
      net rental  income of  approximately  $954,000,  $1 million and  $192,000,
      respectively, 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  16)  (iv)  the  consummation  of  the  tender  offers  and  consent
      solicitations  commenced by the Company and 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
      (Note 12) and (vi) the merger (Note 1).

      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 December 27, December 28, December 27,
                                            1997          1996         1997
                                                           (In Thousands)

Revolving credit facility (b)               8.64 %     $ 26,719       $ 19,669
                                                       ========       ========
Current portion of long-term debt:
  12% senior notes (c)                     12.00            $ -        $ 7,450
  Mortgage payable (e)                      9.00            685              -
  Fleming note payable (f)                  6.97            614            620
  Note payable (g)                          6.67             -           7,200
                                                        -------          -----
                                                        $ 1,299       $ 15,270
                                                        =======       ========
Long-term debt:
  10% senior notes (a)                     10.00            $ -      $ 155,000
  12% senior notes (c)                     12.00         92,890              -
  12 3/4% senior discount notes (d)        12.75         50,646              -
  Mortgage payable (e)                      9.00          4,901              -
  Fleming note payable (f)                  6.97          4,952          4,333
                                                          -----          -----
                                                      $ 153,389      $ 159,333
                                                      =========      =========


                                      F-12
<PAGE>

      (a)   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 $155,000,000  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 agreement. 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.

            Payments of principal and interest on the notes are  subordinate  to
            the Company's secured  obligations,  including  borrowings under the
            revolving credit facility,  capital lease  obligations  (Note 6b and
            Note 11) and other  existing and future senior  indebtedness  of the
            Company.

            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.

      (b)   Revolving  Credit  Facility - As of December  28,  1996,  borrowings
            under the $90 million credit facility bore interest at the Company's
            option,  at the  rate  of  bank  prime  plus  1.0%  or the  adjusted
            Eurodollar rate plus 2.5%. Prior to September 1995,  borrowings bore
            interest,  at Di  Giorgio's  option,  at the rate of bank prime plus
            1.5% or the adjusted  Eurodollar  rate plus 3%. On February 1, 1997,
            the  interest  rate was  lowered  by .25% to prime  plus .75% or the
            adjusted Eurodollar rate plus 2.25% because of the Company's ability
            to meet certain financial tests.

            In May and June 1997,  the bank credit  facility  was  modified  to,
            among other things,  extend the  expiration  date of the facility to
            June  30,  2000,  reset  certain  financial  covenants,  permit  the
            Refinancing and increase the rate under the borrowing base formula.

            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
            eligible amount of receivable and 60% of eligible  inventory.  After
            the Refinancing,  the allowable  advance against eligible  inventory
            increased to 70% and subsequently  declines to 60% at the rate of 1%
            each quarter commencing on October 1, 1997. As of December 27, 1997,
            the  Company  had an  additional  $61.2  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 net worth,  interest  coverage  and  capital
            expenditures.  The facility also prohibits the payment of dividends.
            The Company was in compliance  with the covenants as of December 27,
            1997.

                                      F-13
<PAGE>

      (c)   12%  Senior   Notes  -  The  senior   notes  which  were  issued  in
            $100,000,000  principal  amount in 1993,  were due in February 2003,
            and bear interest at the rate of 12%.

            During the years ended December 30, 1995 and December 28, 1996 prior
            to the Tender Offers, the Company retired $2,345,000 and $4,765,000,
            respectively,  of the  senior  notes that it  purchased  on the open
            market and recorded an  extraordinary  gain of $510,000 (net of $-0-
            taxes) and $219,000 (net of taxes of $146,000), respectively.

            In June 1997, the notes were redeemed  pursuant to the Tender Offers
            at $85,440,000 principal and a premium of approximately  $6,586,000.
            As of December 27, 1997,  $7,450,000  aggregate  principal amount of
            the notes remain outstanding.  During February 1998, pursuant to the
            Indenture,  the Company  has  elected to redeem,  and will redeem on
            March 26, 1998 all the notes  outstanding at December 27, 1997, at a
            redemption  price  equal to  104.5%  of the  principal  amount  with
            accrued interest through the redemption date.

      (d)   12 3/4%  Senior  Discount  Notes - In  November  1993 $63.5  million
            principal  amount at maturity of Series A senior  discount notes due
            1998 were  issued by White  Rose.  The notes  were  issued net of an
            original issue discount of $29.2 million.  The yield to maturity was
            12.75%  per  annum  and the  notes  did not  pay any  periodic  cash
            interest.  In June 1997, the notes were redeemed in full pursuant to
            the Tender  Offers at  approximately  $53,656,000  principal,  which
            included   accreted   interest   and  a  premium  of   approximately
            $4,243,000.

      (e)   Mortgage Payable - The terms of the eight-year, nonrecourse mortgage
            payable of the Company's  wholly-owned  subsidiary,  MF Corp.,  were
            payments of $96,691 a month,  including interest at 9% through 2004.
            The  mortgage was paid off in full in  conjunction  with the sale of
            the  Farmingdale  facility  (Note  5) and  the  Company  recorded  a
            $200,000  extraordinary charge, net of a tax benefit of $124,000, on
            the  write-off  of  deferred  financing  fees  associated  with  the
            mortgage.

      (f)   Fleming  Note  Payable  - The  terms of the note  require  quarterly
            principal  payments of $200,000 plus interest at a rate equal to the
            prime rate (as stated in the Wall Street  Journal) minus 2%, divided
            by two.  Currently,  cash interest is 3.25% and is to be reset every
            eighteen  months.  The note matures on June 20,  1999.  The note has
            been discounted at a rate of 6.97% for financial  statement purposes
            which resulted in an amount outstanding at December 27, 1997 of $5.0
            million.  As of December 27, 1997, the remaining principal amount on
            the note is $5.2  million.  The note is  secured  by a $1.5  million
            letter of credit.

      (g)   Note  Payable - The note payable was issued in  connection  with the
            purchase  of the  building  for its  frozen  facility  (Note  3) and
            matures on May 27, 1998.

                                      F-14
<PAGE>

7.    FAIR VALUE OF FINANCIAL INSTRUMENTS

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


                                      December 28, 1996      December 27, 1997
                                    Carrying      Fair     Carrying       Fair
                                     Value       Amount     Value        Amount
                                                (In Thousands)
Debt (Note 6):
  Revolving credit facility        $ 26,719    $ 26,719    $ 19,669    $ 19,669
  Note payable                         --          --         7,200       7,200
  10% senior notes                     --          --       155,000     152,288
  12% senior notes                   92,890      99,968       7,450       7,897
  12-3/4% senior discount notes      50,646      50,406        --          --
  Other notes payable                11,152      11,152       4,953       4,953
Accounts and notes receivable -
  current (Note 2)                   61,550      61,550      71,715      71,715
Notes receivable - long-term         19,276      19,276       7,428       7,428


      The fair value of the 10% senior notes as of December 27, 1997 is based on
      a yield of 10.29% (as of  December  26,  1997).  The fair value of the 12%
      senior  notes as of December  28, 1996 and  December 27, 1997 are based on
      yields of 10.28% (as of December  30, 1996) and 10.45% (as of December 26,
      1997),  respectively.  The fair value of the 12-3/4% senior discount notes
      as of December 28, 1996 is based on the trade price  representing  a yield
      of 13.0% (as of December 30, 1996).  Based on the borrowing rate currently
      available to the Company,  the revolving  credit facility is considered to
      be  equivalent  to its fair value.  The fair value of the note  payable is
      assumed  to  reasonably  approximate  its  carrying  amount  since  it was
      recently  issued and is  short-term  in nature.  The fair  values of other
      notes  payable  were  assumed to  reasonably  approximate  their  carrying
      amounts since they have variable interest rates.

      The book value of the current and long-term  accounts and notes receivable
      is   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:

                                               December 28,    December 27,
                                                 1996              1997
                                                      (In Thousands)
Legal and environmental                        $ 1,831           $ 1,176
Interest                                         4,412             1,018
Employee benefits                                5,957             6,354
Due to vendors/customers                         3,219             4,286
Other                                            8,943             8,264
                                                 -----             -----
                                              $ 24,362          $ 21,098
                                              ========          ========


                                      F-15
<PAGE>

9.    RETIREMENT

      a.    Pension  Plans - The  Company  maintains a  noncontributory  defined
            benefit   pension   plan   covering   substantially   all   of   its
            non-collective  bargaining employees.  Pension costs for these plans
            and related  disclosures  are  determined  under the  provisions  of
            Statement  of Financial  Accounting  Standards  No. 87,  "Employers'
            Accounting for Pensions." 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.

            Plan Changes - Effective January 1, 1995, the method for determining
            market and related value of assets was changed from the market value
            to  a  five-year   moving  market  value  with  asset   gains/losses
            recognized over five years.

            The  pension  credit  included  in  operations  for the years  ended
            December 30, 1995,  December 28, 1996 and December 27, 1997 includes
            the following components:

                                                     Year Ended
                                    --------------------------------------------
                                    December 30,    December 28,    December 27,
                                       1995              1996           1997
                                                   (In Thousands)
Service cost-benefits earned
  during the period                   $ 345            $ 585            $ 598
Interest cost on projected
   benefit obligation                 3,350            3,350            3,334
Return on assets - actual            (7,138)          (4,302)          (4,357)
Net amortization and deferral         2,746             (117)             (67)
                                      -----             ----              --- 
Net periodic pension credit          $ (697)          $ (484)          $ (492)
                                     ======           ======           ====== 

The following sets forth the status of the plan as of the most recent  actuarial
report:
                                                   December 28,     December 27,
                                                      1996              1997
                                                          (In Thousands)
Actuarial present value of benefit obligations:
  Vested benefit obligation                        $ 45,179            $ 45,534
                                                   ========            ========
  Accumulated benefit obligation                   $ 46,187            $ 46,752
                                                   ========            ========
Projected benefit obligation                       $ 46,976            $ 47,906
Plan assets at fair value                            50,213              51,189
                                                     ------              ------
Plan assets in excess of projected
  benefit obligation                                  3,237               3,283

Unrecognized prior service cost                         165                 151
Unrecognized net loss                                 5,017               5,477
                                                      -----               -----
Prepaid pension cost                                $ 8,419             $ 8,911
                                                    =======             =======

The prepaid pension cost is included in other assets on the consolidated balance
sheets.

                                      F-16
<PAGE>

The following  table provides the assumption  used in determining  the actuarial
present  value of the  projected  benefit  obligation  at December  28, 1996 and
December 27, 1997:

                                                      December 28,  December 27,
                                                         1996          1997

Weighted average discount rate                            7.50 %       7.25 %
Rate of increase in future compensation levels            6.00         6.00
Expected long-term rates of return on plan assets         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 included in operations was as follows:

    Year Ended                                     (In Thousands)

December 30, 1995                                       $ 836
December 28, 1996                                       1,082
December 27, 1997                                       1,030

      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 10% 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 30, 1995                                       $ 144
December 28, 1996                                         171
December 27, 1997                                         193

10.   OTHER LONG-TERM LIABILITIES

      Other long-term liabilities consist of the following:

                                           December 28,    December 27,
                                             1996              1997
                                                  (In Thousands)
Employee benefits                          $ 3,520           $ 2,269
Legal                                        2,733             2,575
Environmental                                1,337             1,235
Other                                          236                -
                                           -------           -------      
                                           $ 7,826           $ 6,079
                                           =======           =======

                                      F-17
<PAGE>

11.   COMMITMENTS AND CONTINGENCIES

      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 each of the  years in the
      three-year  period ended  December 27, 1997,  rental  expense  under these
      leases with WRGFF amounted to approximately $1.2 million, $1.4 million and
      $0.5  million,  respectively  (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 had 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 will be
      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.

      Although  the  Company  continues  to  investigate  subleasing  its Kearny
      facility (formerly its dairy facility),  the facility was placed back into
      operations in the second  quarter of fiscal 1996.  During fiscal 1997, the
      Company  operated  a  storage  facility,  a  juice  depot  and  a  produce
      distribution  business at the location.  The Company currently  operates a
      storage  facility  at the  location.  Also,  during the fourth  quarter of
      fiscal  1997,  the  Company  recorded  a pretax  charge  of  approximately
      $480,000 to write down certain  leasehold  improvements  to estimated fair
      value.  The charge is included in  operating  expense in the  accompanying
      consolidated statement of operations.

The following is a schedule of net minimum lease payments required under capital
and operating leases in effect as of December 27, 1997:

                                                     Capital        Operating
Fiscal Year Ending                                    Leases          Leases
                                                          (In Thousands)
1998                                                   $ 366        $ 11,453
1999                                                     366          11,075
2000                                                     308           8,103
2001                                                     196           6,434
2002                                                     186           5,677
Thereafter                                             3,382          74,164
                                                       -----          ------
Net minimum lease payments                             4,804       $ 116,906
                                                                   =========
Less interest                                          2,110
                                                       -----
Present value of net minimum lease
  payments (including current
  installments of $195)                              $ 2,694
                                                     =======

                                      F-18
<PAGE>


Total rent expense included in operations was as follows:

    Year Ended                                               (In Thousands)

December 30, 1995                                                $ 6,337
December 28, 1996                                                  6,622
December 27, 1997                                                  7,240


      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  $11,979,000  and  $7,185,851  on open letters of credit with a
      bank as of December 28, 1996 and December 27, 1997, respectively.

      Employment  Agreements - The Company has employment  agreements with three
      key executives  which will expire in June 2000,  October 2000 and February
      1999.  Under these  agreements,  combined annual salaries of approximately
      $871,000  are  expected  to be paid  in  fiscal  1998.  In  addition,  the
      executives  are entitled to  additional  compensation  upon  occurrence of
      certain events.

12.   EQUITY

      In November  1993 in  connection  with the senior  discount  note offering
      (Note 6(d)), the Company entered into a warrant agreement with a bank. The
      bank currently owns 1.47% of the outstanding shares of common stock of the
      Company.  The bank holds  warrants to purchase  approximately  2.6% of the
      outstanding  Di Giorgio  Corporation  common stock.  A warrant  entitles a
      holder to  purchase  one share of Di  Giorgio  Corporation  Class B common
      stock for $.10 per share.  The warrants are  exercisable on the earlier of
      January 1, 1996, or the date of an initial public  offering of the Company
      or its  subsidiaries  or the  occurrence of other events as defined in the
      agreement. The warrants expire in February 2003.

      In May 1995,  DIG Holding  purchased the Company's  senior  discount notes
      with a face value of $3 million on the open market. The purchase price was
      $960,000 with an accreted value of $1,967,000. DIG Holding distributed the
      bonds to the  stockholders  in  December of 1995 when the bonds had a fair
      value of approximately $1.2 million. The accreted value at the time of the
      dividend was  approximately  $2,114,000.  Interest  income of $125,000 and
      bond amortization of $115,000 was recorded in 1995.

      In connection with the Refinancing  (Note 6), certain assets consisting of
      the Las Plumas note (Note 16),  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.

                                      F-19
<PAGE>

13.   OTHER INCOME - NET

      Other income consists of the following:
                                                     Year Ended
                                   ---------------------------------------------
                                   December 30,     December 28,    December 27,
                                       1995             1996              1997
                                                  (In Thousands)
Interest income                     $ 2,301          $ 2,390           $ 2,380
Net rental income                       954            1,020               192
Net gain on disposal of assets            -               63               157
Other - net                             374              285               513
Non-compete                             213               -                 -
                                    -------          -------           -------
                                    $ 3,842          $ 3,758           $ 3,242
                                    =======          =======           =======

14.   INCOME TAXES

      The Company  files a  consolidated  Federal tax return.  The  consolidated
      group has adopted Statement of Financial  Accounting  Standards (SFAS) No.
      109, "Accounting for 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.  The tax
      effects of significant items comprising the Company's  deferred tax assets
      and deferred tax liabilities are as follows:
                                                    December 28,    December 27,
                                                       1996             1997
                                                           (In Thousands)
Deferred tax assets:
  Allowance for doubtful accounts                     $ 1,814           $ 1,817
  Accrued expenses not deductible until paid            5,494             3,313
  Net tax operating loss carryforwards                 15,400            16,160
                                                       ------            ------
Deferred tax asset                                     22,708            21,290
                                                       ======            ======
Deferred tax liabilities:
  Difference between book and tax basis
    of property                                        (4,038)             (483)
  Pension asset valuation                              (3,296)           (3,441)
                                                       ------            ------ 
Deferred tax liabilities                               (7,334)           (3,924)
                                                       ------            ------ 
Net deferred tax assets                                15,374            17,366
Less valuation allowance                              (15,374)               -
                                                      -------            ------
                                                         $ -           $ 17,366
                                                       ======          ========
  
     The valuation allowance as of December 31, 1996 related to net deferred tax
     assets relating to preacquisition  temporary differences and operating loss
     carryforwards as well as postacquisition temporary differences and

                                      F-20
<PAGE>

      loss carryforwards. The elimination of the valuation allowance relating to
      (i)  preacquisition  amount  is  credited  to the  excess of cost over net
      assets of business acquired and (ii) postacquisition amount is credited to
      the income tax provision.

      There was no Federal  provision for the year ended  December 30, 1995 as a
      result of operating losses for financial  statement and tax purposes.  For
      the year ended  December 30, 1995,  the tax  provision has been reduced by
      approximately $319,000 for the corresponding  elimination of the valuation
      allowance.  For the year ended  December 28, 1996, the excess of cost over
      the net assets of business acquired has been reduced by approximately $2.8
      million  because  of the  utilization  of  preacquisition  amounts.  As of
      December 28, 1996,  the Company's  deferred tax assets were fully reserved
      based on the then current evidence indicating that is was more likely than
      not that the future  benefits  of the  deferred  tax  assets  would not be
      realized.

      During  the third  quarter  of  fiscal  1997,  the  Company  reversed  the
      valuation  allowance  related to its  deferred  income tax assets.  In the
      opinion  of  management,  sufficient  evidence  now  exists,  such  as the
      positive trend in operating  performance and the favorable  effects of the
      recently  completed  refinancing,  which  indicates that it is more likely
      than not that the Company will be able to realize its deferred  income tax
      assets. The reversal of the valuation  allowance resulted in an 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-acquisition period.

      At December 27, 1997, the net deferred tax assets of $17.4 million consist
      principally  of  operating  loss  carryforwards  which expire from 2006 to
      2010. The deferred tax assets are classified for balance sheet purposes as
      $12.3 million noncurrent and $5.1 million included in prepaid expenses.

      As of December 27, 1997,  approximately  $40 million of net tax  operating
      loss  carryforwards  (which  expire  between  the years 2006 and 2010) and
      approximately  $28.7  million  of New  Jersey  state  tax  operating  loss
      carryforward (which expire between the years 1998 and 2002) are available.
      As of December 27, 1997, there were no taxes currently payable.

      The income tax benefit consist of the following (in thousands):

                                                                  Year Ended
                                                                  December 27,
                                                                      1997

Deferred income tax                                                $ 2,659
Reduction in valuation allowance                                    (3,900)
                                                                    ------ 
                                                                   $ (1,241)
                                                                   ======== 

                                      F-21
<PAGE>

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

                                                       Years Ended
                                       -----------------------------------------
                                       December 30,   December 28,  December 27,
                                          1995            1996            1997
                                                    (In Thousands)

Tax at statutory rate                   $ (846)        $ 1,667          $ 1,526

State and local taxes -
  net of federal benefit                   287             497              391

Permanent differences -
  amortization of excess cost
  over net assets acquired                 983             889              742

Reduction in valuation reserve            (319)             -            (3,900)
                                          ----         -------           ------ 
                                         $ 105         $ 3,053         $ (1,241)
                                         =====         =======         ======== 


15.   LEGAL PROCEEDINGS AND CONTINGENT LIABILITIES

      Various  suits and claims  arising in the 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 affect the Company's financial position, cash flows
      or results from operations.

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

16.   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.  The note  evidencing this  indebtedness  was
      scheduled  to mature in April 1999 and was  secured by an amount of shares
      of common stock owned by Rose Partners  representing  approximately 20% of
      the class  outstanding.  The note  bore  interest  at a rate  equal to the
      Series B senior  discount notes yield to maturity of 12 3/4% per annum. As
      of December 28, 1996, the $8.4 million note was classified as long-term in
      the consolidated  balance sheet. In connection with the Refinancing  (Note
      6) the Company received an $8.9 million payment for the  extinguishment of
      the note.  For the years ended  December 30,  1995,  December 28, 1996 and
      December 27, 1997, other income includes approximately $846,000,  $981,000
      and $502,000, respectively, of interest income related to the note.


                                      F-22
<PAGE>


      At December 28, 1996,  Las Plumas,  an affiliate of the Company,  owed the
      Company approximately $3.5 million,  evidenced by a subordinated note. The
      entire note  receivable  was  classified as long-term in the  consolidated
      balance  sheet as of December 28,  1996.  The note was secured by deeds of
      trust  relating  to  parcels  of  property  of Las  Plumas.  The  loan was
      scheduled to mature in June 1998 and bore interest at a  fluctuating  rate
      equal to the weighted  average of the interest  rates paid by the Company.
      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  is a  director  of a  customer.  During  the
      three-year  period ended December 27, 1997, the Company sold various foods
      products in the amounts of $22.6 million, $27.5 million and $37.2 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  $98,000,  $111,000 and  $171,000,  during each of the three
      years in the period ended December 27, 1997, 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  December  27,
      1997.

      The Company recorded income of $154,000, $245,000 and $166,000 for each of
      the three years in the period ended December 27, 1997, respectively,  from
      an affiliated  entity of the  President of the Company in connection  with
      the sharing of office facilities and administrative expenses.

      Included in the  consolidated  statement of operations  for the year ended
      December 30, 1995 was $119,000 of expenses related to services provided by
      a consulting and investment banking firm whose general partner is a former
      officer of the Company.

17.   MAJOR CUSTOMERS

      During the year ended December 30, 1995, sales to two individual customers
      represented  22.2% and 19.7% of net  sales,  respectively,  and sales to a
      group of customers represented 13.1%.

      During the year ended December 28, 1996, sales to two individual customers
      represented  22.4% and 20.1% of net  sales,  respectively,  and sales to a
      group of customers represented 12.4%.

      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
      group of customers represented 10.9%.

                                     ******


                                      F-23
<PAGE>

DI GIORGIO CORPORATION AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


       Column A               Column B     Column C    Additions      Column D    Column E

                             Balance at   Charged to    Charged                    Balance
                             Beginning    Costs and     to Other                    at End
       Description           Of Period     Expenses     Accounts     Deductions   of Period

Allowance for doubtful accounts
  for the period ended:
<S>                           <C>          <C>          <C>          <C>           <C>  

  December 30, 1995           $ 3,844      $ 2,100      $ -          $(2,003)(1)   $ 3,941

  December 28, 1996             3,941        1,850         63 (2)     (1,543)(1)     4,311

  December 27, 1997             4,311         1,300       -           (1,277)(1)     4,203
                                                                        (131)(3)
</TABLE>

(1) Accounts written off during the year.

(2) Transfers from other accounts.

(3) Transfers to other accounts

                                      S-1