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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 January 2, 1999


                         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 1, 1999, there were outstanding  78.1158 shares of Class A Common
Stock and 76.8690 shares of Class B Common Stock.  The aggregate market value of
the voting  stock held by  non-affiliates  of the  registrant  is $0 because all
voting stock is held by affiliates of the registrant.


<PAGE>



                                     PART I


ITEM 1.           BUSINESS.

Overview

Di  Giorgio  Corporation  (the  "Company")  is one of  the  largest  independent
wholesale food distributors in the New York City metropolitan area, which is one
of the largest  retail food  markets in the United  States.  Across its grocery,
frozen and refrigerated product categories,  the Company supplies  approximately
16,800 food and non-food items (excluding certain cross-docked items), comprised
predominantly  of  national  brand  name  items,  to more  than  1,800  customer
locations.   The  Company  serves  supermarkets,   both  independent   retailers
(including members of voluntary cooperatives) and chains principally in the five
boroughs of New York City, Long Island,  New Jersey and, to a lesser extent, the
Philadelphia  area. Over 900 grocery,  frozen and refrigerated items are offered
with the Company's  White  Rose(TM)  label.  The White  Rose(TM)  label has been
established  for over 112  years  and is well  recognized  in the New York  City
metropolitan  area.  For the year ended  January 2, 1999,  the Company had total
revenue of $1,196.9 million and EBITDA (as defined herein) of $38.8 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 of the Company's White Rose(TM) label.


Products

General.   Management   believes  that  the  distribution  of  multiple  product
categories  gives the Company an  advantage  over its  competitors  by affording
customers the ability to purchase grocery, frozen and refrigerated products from
a single  supplier.  In addition  to its large  selection  of multiple  category
items,  the Company is able to merchandise  its  well-recognized  White Rose(TM)
label consistently across all three categories of products. White Rose(TM) label
sales represented  approximately 4% of 1998 sales. While some customers purchase
items from all three product lines,  others  purchase items from only one or two
product lines.

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

White Rose(TM)  Label.  The White Rose(TM) label is a  well-recognized  regional
brand for quality  merchandise across over 900 grocery,  frozen and refrigerated
products,  and has been marketed in the New York  metropolitan area for over 112
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 product lines
similar to chain stores while providing consumers with an attractive alternative
to national brands. The Company believes that White Rose(TM) labeled products

                                        1

<PAGE>


generally  produce higher margins for its customers  than national  brands,  and
help the Company to attract and retain customers.

Customer Support Services. The Company offers a broad spectrum of retail support
services,  including  advertising,  promotional  and  merchandising  assistance;
retail operations  counseling;  computerized  ordering  services;  insurance and
coupon redemption  services;  and store layout and equipment planning.  Recently
the Company  added store  engineering,  sanitation  and security  services.  The
Company has a staff of 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  larger
independent and chain customers generally provide their own retail support.

The Company periodically  provides financial assistance to independent retailers
by providing (i) financing for the purchase of new grocery store locations; (ii)
financing  for the purchase of  inventories  and store  fixtures,  equipment and
leasehold  improvements;   and/or  (iii)  extended  payment  terms  for  initial
inventories.  The primary  purpose of such  assistance  is to provide a means of
continued  growth for the Company  through  development  of new  customer  store
locations  and  the  enlargement  and  remodeling  of  existing  stores.  Stores
receiving  financing  purchase  the  majority  of  their  grocery,   frozen  and
refrigerated  inventory  requirements from the Company.  Financial assistance is
usually in the form of a secured,  interest-bearing  loan,  generally  repayable
over a period of one to three  years.  As of  January  2,  1999,  the  Company's
customer  financing  portfolio had an aggregate  balance of approximately  $20.5
million.  The  portfolio  consisted  of  approximately  78 loans with a range of
$2,000 to $5.2 million.

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

Through its new website, EasyGrocer.com, the Company has developed an electronic
commerce  system  with the  specific  needs of its  customers  and their  retail
shoppers in mind. The program, which is being tested during the first quarter of
1999,  will allow  consumers to place orders  directly  through  their  personal
computers for delivery to their home or workplace or pickup at the supermarket.

Once on-line, the consumer will be presented with a list of participating stores
and will have the entire selection of products offered by that store. Just as in
a supermarket,  weekly specials can be offered to internet customers.  Employees
of the store will pick the order and will either deliver to or have it available
for  pickup by the  consumer.  Payment  will be by means of secure  credit  card
transmission  over the internet,  with the actual charge being  processed at the
store level. Electronic mailing of ad flyers and coupons, specifically geared to
a particular shopper's buying history, is contemplated.  The plan is to give the
consumer the same  selection and  flexibility  as in the  supermarket,  but with
added convenience.


Markets and Customers

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

                                        2

<PAGE>


The Company's  customers  include single and multiple store owners consisting of
chains and  independent  retailers  which  generally do not  maintain  their own
internal distribution operations for one or more of the Company's product lines.
Some of the Company's  customers are  independent  food  retailers or members of
voluntary  cooperatives which seek to achieve the operating efficiencies enjoyed
by supermarket  chains through common purchasing and advertising.  The Company's
customers  include  food markets  operating  under some of the  following  trade
names:  Superfresh,  Waldbaums,  Food  Emporium and A & P (all  divisions of The
Great  Atlantic  &  Pacific  Tea  Co.,  Inc.  "A&P");   Associated  Food  Stores
("Associated");  Gristedes  and Sloans  Supermarkets;  King Kullen;  Kings Super
Markets; Quick Chek; Royal Farms;  Scaturros;  Grande; and Western Beef; as well
as the Met(TM), Pioneer(TM), Super Food and Foodtown 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  refrigerated  inventory  requirements  from the
Company,  thereby  enhancing  the  stability  of this  portion of the  Company's
customer base.  These  customers  represented  approximately  18% and 17% of net
sales for the years ended December 27, 1997 and January 2, 1999, respectively.

During the  fifty-three  weeks  ended  January 2, 1999,  the  Company's  largest
customers,  A&P  and  Associated,  accounted  for  approximately  31%  and  17%,
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.

In the fourth  quarter  of 1998,  the  Company  began  servicing  members of the
Foodtown  cooperative.  Based on the Foodtown  cooperative's prior fiscal year's
historical sales, the Company expects  incremental annual sales of approximately
$200 million to members of the Foodtown cooperative.


Warehousing and Distribution

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

The Company normally has in-stock approximately 95% of its grocery product line,
approximately 97% of its refrigerated  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.


                                        3

<PAGE>


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
1,100  deliveries  per weekday to its customers  with a  combination  of its own
transportation fleet and that of third parties.

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


Purchasing

The Company  purchases  products for resale to its customers from  approximately
1,120  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 offered by various  manufacturers at their sole  discretion.  The
Company earns income from additional  margins  realized in connection with these
promotional purchasing arrangements.


Competition and Trademarks

The wholesale food distribution  industry is highly competitive.  The Company is
one of the largest  independent  wholesale food  distributors to supermarkets in
the New York City metropolitan area. The Company's principal  competitors in all
three  product  categories,  are C & S  Wholesale  Grocers,  Inc.,  although  it
currently   concentrates  its  distribution   business  to  larger  chains,  and
Bozzuto's. Krasdale Foods,

                                        4

<PAGE>


Inc.  and  General  Trading  Co.  ("General  Trading")  are the  Company's  main
competitor with respect to grocery distribution, General Trading with respect to
refrigerated  distribution,  and  Southeast  Frozen Foods with respect to frozen
food distribution.

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

Management  believes  that the  principal  competitive  factors in the Company's
business  include  price,  scope of  products  and  services  offered,  service,
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,  retail  support and financing  services,  its
Met(TM) and Pioneer(TM)  voluntary  cooperative  trademarks,  flexible  delivery
schedules,  competitive  prices  and  competitive  levels of  customer  services
including  insurance,  coupon- redemption,  scanner support,  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 5, 1999, the Company  employed  1,229  persons,  of whom 748 were
covered  by  collective   bargaining   agreements  with  various   International
Brotherhood of Teamsters locals.

The  Company is a party to certain  collective  bargaining  agreements  with its
warehouse  and  trucking  employees  at  its  refrigerated  operation  (expiring
November  2000),  its grocery  operation  (warehouse  expiring  October 2002 and
trucking expiring May 2000) and its frozen operation (expiring January 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  refrigerated  distribution  center (currently
being used as an auxiliary facility).

In the second  quarter  of 1998,  the  Company's  new frozen  food  facility  in
Carteret, New Jersey, became fully operational.

In 1997, the Company acquired from a third-party  landlord,  land and a building
in Garden City for  consideration of $10.6 million,  which it previously  leased
and accounted for as a capital  lease.  On April 1, 1998,  the Company sold that
facility to another  third-party for $14.5 million and entered into a lease back
for a two-year  period  with an option to extend the lease for an  additional  5
year period. This transaction  resulted in a gain which was to be amortized over
the initial lease  period.  The Company  believed the frozen foods  distribution
business would be integrated  into its other location and this facility would be
used for a cold storage operation.  Those plans did not materialize which caused
the Company to conclude, in the fourth quarter of fiscal 1998, that is made more
economic sense to abandon the facility, which is expected to be completed by May
1, 1999. In connection  therewith,  the Company  recorded an expense relating to
(i) the  impairment of the long-lived  assets based on cash flow analyses,  (ii)
cash commitments subsequent to date of abandonment, (iii) facilities integration
costs, and (iv) exit costs. Those expenses have been recorded net of gain on the
sale of the facility.


Location          Use                  Square Footage        Lease Expiration
--------          ---                  --------------        ----------------
Carteret, New     Groceries and other       645,000       2018 (plus two 5-year
Jersey            Non-Perishables                             renewal options)
Woodbridge, New   Refrigerated              200,000       2001 (plus four 5-year
Jersey                                                    renewal options)
Carteret, New     Frozen                    181,000        2018 (plus two 5-year
Jersey                                                    options)
Kearny, New       Auxiliary                  98,000       1999
Jersey

The  aggregate  operating  lease  rent  paid in  connection  with the  Company's
facilities was approximately $6.2 million in fiscal 1998.

The Carteret grocery division  distribution  facility  operates at approximately
90% of its current capacity and the refrigerated  division distribution facility
operates at 95% of its current capacity (both on a three shift basis), while the
frozen foods division distribution facility operates at approximately 90% of its
current  capacity (on a two shift basis).  The increase in current capacity used
from the  prior  year is as a result  of sales to the  members  of the  Foodtown
cooperative, which the Company began servicing in 1998. Depending on the type of
new business  introduced  (e.g.  high turn  product  that is already  slotted in
inventory),  each warehouse has capacity to grow. Both the grocery  facility and
frozen facility leases in Carteret contemplate expansion of up to 161,000 sq. ft
and 92,000 sq. ft., respectively.

                                        6

<PAGE>


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 $1.1 million as of January
2, 1999.  The Company  believes  the  reserves  are  adequate and that known and
potential  environmental  liabilities will not have a material adverse effect on
the Company's financial condition.  However,  there can be no assurance that the
identification  of  contamination  at its current or former  sites or changes in
cleanup requirements would not result in significant costs to the Company.

The Company is 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.

Litigation.  The Company was named a defendant in an action entitled Twin County
Grocers,  Inc. and Twinco Services,  Inc. v. Food Circus Supermarkets,  Inc., et
al., filed in the United States  Bankruptcy Court for the District of New Jersey
on February 26, 1999.  The Company is one of 32 defendants  named in the action.
The action alleges that the Company was a party to a civil conspiracy,  breached
agreements and tortiously  interfered with a contract and  prospective  economic
advance in connection with a potential sale of Twin County's  business and seeks
unspecified  damages.  The Company has had a preliminary review of the complaint
by its counsel,  believes that the  allegations  against the Company are without
merit, and intends to vigorously defend this action. 

                                       7

<PAGE>


The  Company  is not a  party  to  any  other  litigation,  other  than  routine
litigation  incidental to the business of the Company,  which is individually or
in the  aggregate  material to the  business of the Company.  Management,  after
consultation  with  counsel,  does not  believe  that the  outcome of any of its
current  litigation,  either  individually  or in  the  aggregate,  will  have a
material adverse effect on the Company.



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

         None.

                                        8

<PAGE>


                                     PART II

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

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

The ability of the Company to pay dividends is governed by restrictive covenants
contained  in the  indenture  governing  its  publicly  held  debt  as  well  as
restrictive covenants contained in the Company's senior bank lending arrangement
and the  indenture  governing  its  publicly  held  debt.  As a result  of these
restrictive covenants, the Company was not permitted to pay dividends on January
2, 1999.




                                        9

<PAGE>



ITEM 6.           SELECTED FINANCIAL DATA.

          The following table sets forth selected historical data of the Company
for the periods  indicated and has been  prepared by adjusting the  consolidated
financial statements of the Company as if the merger between the Company and its
former parent,  White Rose Foods,  Inc. ("White Rose"),  with the Company as the
survivor,  had taken place as of January 2, 1994.  Since the stockholders of the
Company,  upon  consummation of the Merger are identical to the  stockholders of
White Rose,  the  exchange of shares was a transfer of interest  among  entities
under common control,  and is being accounted for at historical cost in a manner
similar  to  pooling  of  interests  accounting.  Such  data  should  be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included herein.
<TABLE>
<CAPTION>
                                                   Year Ended     Year Ended     Year Ended      Year Ended    Year Ended
                                                  December 31,   December 30,   December 28,    December 27,   January 2,
                                                     1994          1995             1996           1997          1999 (c)
                                                -------------------------------------------------------------------------
                                                                            (In thousands)
<S>                                               <C>            <C>            <C>            <C>            <C>
Income Statement Data:
Total revenue                                     $   936,847    $ 1,023,041    $ 1,050,206    $ 1,071,800    $ 1,196,933
Gross profit(a)                                       101,321        107,505        114,487        112,633        121,939
  Warehouse expense                                    37,945         39,676         41,038         42,453         49,440
  Transportation expense                               21,354         22,759         21,624         22,042         24,719
  Selling, general and administration expenses         19,835         21,877         22,694         21,598         22,760
  Facility integration and abandonment expense          3,986           --             --             --            4,173
  Amortization--excess of cost over
    net assets acquired                                 2,766          2,892          2,892          2,459          2,460
Operating income                                       15,435         20,301         26,239         24,081         18,387
  Interest expense                                     20,370         24,887         23,955         21,890         18,170
  Amortization--deferred financing costs                1,479          1,457          1,138            944            721
  Other (income), net                                  (2,939)        (3,842)        (3,758)        (3,242)        (9,534)(e)
Income (loss) from continuing
  operations before income taxes and
  extraordinary items                                  (3,475)        (2,201)         4,904          4,489          9,030
Income taxes                                               63            105          3,053         (1,241)         4,449
Income (loss) from continuing
   operations and extraordinary items                  (3,538)        (2,306)         1,851          5,730          4,581
Extraordinary (loss)/gain on
   extinguishment of debt, net of tax                    --              510            219         (8,693)          (201)
Net (loss) income                                 $    (3,538)   $    (1,796)   $     2,070    $    (2,963)         4,380

</TABLE>
<TABLE>
<CAPTION>
                                                  December 31,   December 30,   December 28,   December 27,    January 2,
                                                     1994           1995           1996            1997          1999 (c)
                                                  ---------------------------------------------------------------------------
                                                                             (In thousands)
<S>                                               <C>            <C>            <C>            <C>            <C>
Balance Sheet Data:
Total assets                                      $   304,147    $   318,430    $   301,069    $   279,961    $   274,828
Working capital                                         2,746          7,344         12,342         23,365         41,117
Total debt incl capital leases                        197,339        223,543        215,308        196,966        178,127
Total stockholder's equity (deficiency)                 5,050          2,035          4,105    (3,081) (b)         (3,701)(d)
</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.  See
      Management's  Discussion and Analysis,  general. In addition,  the Company
      dividended  non-cash,  non-core assets  consisting of land in Colorado and
      notes  receivable  with an  aggregate  book  value of  approximately  $4.2
      million and $61,400 in cash to its stockholders on June 20, 1997.

(c)   Represents a 53 week year.

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

(e)   Includes $7.2 million  consideration as a result of the Fleming Agreement.
      See Management's Discussion and Analysis, results of operations.

                                       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  completed a refinancing of itself and its former
parent, 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 due 2007, (ii) the modification of
the Company's bank credit  facility,  (iii) the receipt of $8.9 million from the
repayment of a note held by the Company from Rose Partners, LP, which owns 98.5%
of  the  Company,  (iv)  the  consummation  of the  tender  offers  and  consent
solicitations commenced by the Company and White Rose on May 16, 1997 in respect
of the  Company's  12% Senior  Notes due 2003 and White  Rose's  12-3/4%  Senior
Discount  Notes due 1998,  respectively,  (v) the $4.2  million  dividend by the
Company to White Rose of certain  non-cash  assets  which were  unrelated to the
Company's primary business and the subsequent  dividend of those assets to White
Rose's  stockholders and (vi) the merger of White Rose with and into the Company
with the Company surviving the merger.

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



                                       11

<PAGE>


Results of Operations

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

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

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

Gross margin (excluding  warehouse  expense)  decreased to 10.3% of net sales or
$121.9  million for the  fifty-three  weeks ended January 2, 1999 as compared to
10.6% of net  sales or  $112.6  million  for the  prior  period as a result of a
change in mix of both  customers  and product  sold.  The Company  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
are expected to have an effect on gross margin.

Warehouse  expense  increased  to 4.2% of net  sales  or $49.4  million  for the
fifty-three  weeks  ended  January 2, 1999 as  compared  to 4.0% of net sales or
$42.5  million for the prior period  primarily  (i) as a result of operating two
frozen food facilities in Carteret,  New Jersey and Garden City, New York, since
April  1998  and  (ii) the  amended  grocery  facility  lease  discussed  below.
Beginning  in the  third  quarter  of 1998,  after all the  frozen  distribution
business was  transitioned to the new Carteret,  NJ frozen  facility,  warehouse
expense  includes  $2.7 million  related to the Garden City  facility  which was
being used for outside  public  storage as well as some  secondary self storage.
With  respect to the  grocery  facility  lease,  in November  1997,  the Company
amended its grocery facility lease, adding additional leased property, extending
the term,  and  increasing  the annual  rental  obligations.  The changes in the
provisions  of that lease  resulted in the amended  lease being treated as a new
lease and  accounted for as an operating  lease.  Had the terms of the lease not
changed,  warehouse expense as a percentage of sales would have decreased by .1%
of sales in the current period.

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

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

The Company  recorded  $4.2  million of  facility  integration  and  abandonment
expenses  related to the shut down of the Garden City  facility  and the move of
its frozen business to Carteret,  New Jersey. This expense consisted of (i) $4.1
million related to the impairment of the leasehold improvement at Garden

                                       12

<PAGE>


City,  (ii) $2.2 million related to rent and real estate taxes from May 1, 1999,
the  anticipated  closure date of its Garden City facility,  through March 2000,
the lease termination date, (iii) $600,000 for the removal of certain equipment,
and (iv)  $400,000  related to rent before the new  facility  was  operable  and
moving expenses. These expenses were offset by the $3.1 million gain on the sale
of the Garden City facility in April 1998. As of January 2, 1999, the balance of
the reserve  was $2.8  million,  all of which is expected to be expended  before
March 2000.

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

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

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

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


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  reflected  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  refrigerated
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

                                       13

<PAGE>


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  prior  period as a result of a
change in mix of both  customers  and  product  sold.  The  Company  took  steps
intended to maintain and improve its  margins;  and factors such as the decrease
in promotional activities, changes in product mix, additions of high volume, low
margin customers,  or competitive  pricing pressures continued to 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  represented  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 existed, such as the positive trend in operating performance
and the favorable effects of the recently completed refinancing, which indicated
that it was more likely  than not that the Company  would 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 reflected 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 was 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 did not
expect to pay federal income tax for 1997,  with the possible  exception of some
alternative minimum tax.


                                       14

<PAGE>


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.


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 is scheduled to 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 $20.6 million
at January 2, 1999 at an average  interest rate of 8.04%.  Additional  borrowing
capacity  of $64.0  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 1999.

During the  fifty-three  weeks  ended  January 2, 1999,  cash flows  provided by
operating  activities  were  $11.5  million,  consisting  primarily  of (i) cash
generated from income before  extraordinary items and non-cash expenses of $16.7
million and (ii) an increase in accounts  payable,  accrued  expenses  and other
liabilities of $11.7 million which were  primarily  offset by (i) an increase in
net receivable levels of $16.5 million,  which included a $5.2 million note from
the Foodtown cooperative, and (ii) an increase in inventory of $4.4 million.

Cash flows provided by investing  activities  during the fifty-three weeks ended
January 2, 1999 were  approximately  $10.7  million;  which  consisted  of $13.7
million of  proceeds  from the sale of the Garden City  facility  offset by $3.0
million of capital expenditures, which included the Garden City land purchase of
$1.7 million. Net cash used in financing activities was $24.2 million consisting
primarily  of $19.6  million of debt  payments,  a $5.0  million  capital  stock
buyback,  and net borrowings  under the Company's  bank credit  facility of $1.0
million. The $19.6 million in debt payments included  approximately $7.5 million
which was  utilized to redeem the balance of the  Company's  12% senior notes on
March 26, 1998.  The  redemption  included a mandatory  4.5% premium  ($335,000)
which resulted in a $201,000  extraordinary loss net of tax. As a result of this
redemption,  the  Company  expects to save  approximately  $250,000  in interest
expense  annually  given the current  difference  in interest  rates between the
notes  redeemed  and the  Company's  bank credit  facility.  The balance of debt
payments reflects the repayment of notes related to the Garden City facility and
to Fleming Companies, Inc.

Earnings before interest expense,  income taxes,  depreciation and amortization,
non-recurring  charges such as  extraordinary  gains or losses  ("EBITDA"),  was
$38.8 million during the fifty-three  weeks ended January 2, 1999 as compared to
$36.2  million in the  comparable  prior year  period.  This  increase in EBITDA
reflects  $7.3  million as a result of the Fleming  Agreement,  the $2.6 million
negative impact of the change in accounting  treatment for the Company's grocery
facility lease,  and the sale of the  Farmingdale  property in August 1997 which
contributed approximately $1.2 million to the prior year's EBITDA.

The  consolidated  indebtedness  of the Company  decreased to $178.1  million at
January  2,  1999  as  compared  to  $197.0   million  at  December   27,  1997.
Stockholders'  deficiency  increased  to $3.7  million at January 2, 1999 from a
deficiency  of $3.1  million at December  27, 1997 as a result of the $5 million
stock repurchase in May 1998.

                                       15

<PAGE>


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 January  2,  1999,  the  Company  was in
compliance with its covenants.

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, with the purchase on the open market
of a portion of its 12% Notes,  the Company may 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  transaction,  the Company spent  approximately  $1.3
million on capital  expenditures  during the fifty-three  weeks ended January 2,
1999,  and currently does not expect to spend more than $2.5 million during 1999
on capital expenditures.

The Company expended  approximately  $727,000 in fiscal 1998 and does not expect
to  expend  more  than  $1.0  million  in  fiscal  1999 in  connection  with the
environmental  remediation of certain presently owned or divested properties. At
January  2,  1999,  the  Company  has  reserved  $1.1  million  for those  known
environmental  liabilities.  The  Company  intends  to finance  the  remediation
through internally  generated cash flow or borrowings.  Management believes that
should  the  Company  become  liable  as  a  result  of  any  material   adverse
determination  of any  legal or  governmental  proceeding  beyond  the  expected
expenditures,  it  could  have an  adverse  effect  on the  Company's  liquidity
position.

Year 2000 Computer Issues

State of readiness

The Company has  implemented a Year 2000 compliance  program  designed to insure
that the Company's  computer  systems and  applications  will function  properly
beyond 1999.  The program is led by the Company's  vice president of information
systems  and  consists of  employees  from across  division  lines.  The Company
believes it has identified all of the systems which need testing,  including but
not  limited  to its  traditional  computer  systems  as well as  those  systems
containing  embedded chip  technology  commonly found in buildings and equipment
connected with a building's  infrastructure  such as heating,  refrigeration and
air conditioning systems, security systems and telephones.  The vast majority of
testing to determine if a system is Year 2000 compliant is complete. Portions of
the  remediation  phase,  such as the  billing  system,  are also  complete  and
currently in use.  The  remainder  of the  remediation  phase is projected to be
completed in the second quarter of fiscal 1999. In some cases,  new systems will
be  purchased  and those  should  also be in place no later  than the end of the
second quarter of fiscal 1999.

Costs

The total  expected  cost of the  Company's  Year  2000  compliance  program  is
projected  to be less than  $1.25  million,  consisting  primarily  of  internal
salaries, of which approximately  $740,000 has been spent as of January 2, 1999.
All costs are expensed as incurred. The Company does expect to use, on a limited
basis, some outside programmers in this effort.


                                       16

<PAGE>


Risks

Although the full consequences are unknown,  the failure of one of the Company's
critical  computer systems or the failure of an outside system,  such as that of
the Federal Reserve or the electric utilities, may result in the interruption of
the  Company's  business  which may result in a material  adverse  effect on the
results of operations  or financial  condition of the Company.  With  particular
respect to inventory purchased for resale from the Company's 1,120 vendors,  the
Company does not expect that any  vendor's or small group of vendors'  Year 2000
problem(s) would have a long-term negative effect on the Company since the worst
thing that would  happen is the Company  would not receive any of that  vendor's
product for resale.  The Company  doesn't  expect any of its  competitors  would
receive that product  either,  so the Company and the Company's  customers would
not be at a competitive disadvantage.

With respect to the Company's larger customers,  communications are ongoing with
respect to their  progress in resolving  potential  Year 2000  problems  such as
insuring the integrity of the procurement  system as well as helping the smaller
customers'  critical  needs  such  as cash  registers  and  point-of-sale  (POS)
systems.  Despite the relative lack of problems encountered in these discussions
with both large and small  customers of the Company to date,  the Company has no
direct confirmation or control of our customers' Year 2000 remediation  efforts,
and there can be no assurance that system failures,  that cause material adverse
results to our customers, would not have an adverse effect on the Company.

Contingency Plans

The Company is in the process of  developing  contingency  plans for those areas
which  might be  effected  by the Year 2000  problem;  however,  there can be no
assurances that a contingency plan will exist for all situations.


ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company is exposed to market  risk from  changes in the  interest  rates on
certain  of its  outstanding  debt.  The  outstanding  loan  balance  under  the
Company's  bank  credit  facility  bears  interest  at a variable  rate based on
prevailing  short-term interest rates in the United States and Europe.  Based on
1998's average outstanding bank debt, a 100 basis point change in interest rates
would change interest  expense by  approximately  $173,000.  For fixed rate debt
such as the  Company's  $155  million 10% senior  notes,  interest  rate changes
effect the fair market value but do not impact earnings or cash flows.

The Company does not presently use financial  derivative  instruments  to manage
its interest costs. The Company has no foreign exchange risks.


                                       17

<PAGE>



ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                                                                            Page

Financial Statements

Consolidated Financial Statements of Di Giorgio Corporation and Subsidiaries

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

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

Consolidated Balance Sheets as of December 27, 1997 and January 2, 1999..   F-3

Consolidated Statements of Operations for each of the
 three years in the period ended January 2, 1999.........................   F-4

Consolidated Statements of of Changes in Stockholder's
 Equity (Deficiency) for each of the three years in the period
 ended January 2, 1999...................................................   F-5

Consolidated Statements of Cash Flows for each of
 the three years in the period ended January 2, 1999.....................   F-6

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



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


Not Applicable.


                                       18

<PAGE>



                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


                                                        MANAGEMENT

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


                                Age      Position

Arthur M. Goldberg(2)(3)        57     Chairman of Board of Directors, President
                                       and Chief Executive Officer

Richard B. Neff(3)              50     Executive Vice President, Chief Financial
                                       Officer and Director

Stephen R. Bokser               56     Executive Vice President, President of
                                       White Rose Food Division of Di Giorgio
                                       and Director

Jerold E. Glassman(3)           63     Director

Emil W. Solimine(2)             54     Director

Charles C. Carella(1)           65     Director

Jane Scaccetti Fumo(1)          44     Director

Joseph R. DeSimone              59     Senior Vice President Distribution

Robert A. Zorn                  44     Senior Vice President and Treasurer

Lawrence S. Grossman            37     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 Director,  President and Chief
Executive Officer of Park Place  Entertainment  Corp., since January 1999. Prior
there to, he was a Director and Executive Vice President and President -- Gaming
Operations,  Hilton Hotels  Corporation,  since December 1996. He was President,
Chairman  and Chief  Executive  Officer  and a director  of Bally  Entertainment
Corporation  from October 1990 to December  1996. He is also  Managing  Partner,
Arveron Investments, LP, since 1986. Mr. Goldberg is also a

                                       19

<PAGE>



director of Bally Total Fitness Holding  Corporation,  Bally's Grand,  Inc., and
First Union  Corporation.  Mr.  Goldberg,  in his  capacity as the sole  general
partner of Rose Partners,  L.P.,  controls the voting and investment of 98.5% of
the outstanding common stock of the Company.

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

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 its primary office in Roseland, New Jersey.

Mr. Bokser has been  Executive  Vice  President and Director of Di Giorgio since
February 1990. In addition, Mr. Bokser has served as President of the White Rose
Foods  Division of Di Giorgio since prior to 1991. Mr. Bokser 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 its primary office in Roseland,  New Jersey. Since
1983, he 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  nine  years of  Drucker  &  Scaccetti,  P.C.,  a firm
specializing  in  accounting  and  business  advisory  services.  She is  also a
Director for Nutrition  Management  Services  Company 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 prior
to 1992.

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

                                       20

<PAGE>


ITEM 11.          EXECUTIVE COMPENSATION.

Compensation

The  following  table  sets  forth  compensation  paid or  accrued  to the Chief
Executive  Officer  and  each of the  four  most  highly  compensated  executive
officers of Di Giorgio whose cash  compensation,  including bonuses and deferred
compensation,  exceeded  $100,000 for the three  fiscal  years ended  January 2,
1999.

<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,                   1998    $400,000      --           --          --
  Chairman of the Board, President    1997    $400,000      --           --          --
  and Chief Executive Officer         1996    $400,000      --           --          --

Richard B. Neff,                      1998    $325,000   $475,000        --       $2,400(2)
  Executive Vice President            1997    $275,923   $261,000        --       $2,400(2)
  and Chief Financial Officer         1996    $260,900   $145,000        --       $2,250(2)

Stephen R. Bokser,                    1998    $325,000   $300,000        --       $2,400(2)
  Executive Vice President            1997    $313,000   $250,000        --       $2,400(2)
   and President of White Rose        1996    $288,600   $145,000        --       $2,250(2)
   Division

Robert A. Zorn,                       1998    $220,600    $30,000        --       $2,400(2)
  Senior Vice President and           1997    $210,600    $32,500        --       $2,400(2)
  Treasurer                           1996    $200,600    $20,000        --       $2,250(2)

Joseph R. DeSimone                    1998    $171,800    $26,000        --       $2,400(2)
  Senior Vice President               1997    $163,300    $25,000        --       $2,400(2)
  Warehousing and Distribution        1996    $155,300    $20,000        --       $2,250(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 1996,
      1997, and 1998 are not described  herein because the  incremental  cost to
      the  Company  of such  benefits  is  below  the  Securities  and  Exchange
      Commission disclosure threshold.

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

                                       21

<PAGE>


Employment Agreements

The Company is a party to an Agreement with Mr. Neff which runs through  October
31,  2000.  Currently,  Mr.  Neff is  entitled  to receive  an annual  salary of
$325,000  pursuant  to the  Agreement  ("Salary").  In  addition,  Mr. Neff will
receive  additional  compensation  (the  "Additional   Compensation")  upon  the
occurrence of certain change of control type of events or distribution of assets
to shareholders,  as both are defined in the Agreement ("Recognition Event") and
determined pursuant to a formula. In the event of death or disability,  Mr. Neff
or his estate, will be entitled to continue to receive compensation and employee
benefits for one year  following  such event and in certain  circumstances  will
receive Additional  Compensation.  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 runs through June
30,  2000.  Currently,  Mr.  Bokser is entitled  to receive an annual  salary of
$325,000  pursuant to the  Agreement  ("Salary").  In addition,  Mr. Bokser will
receive  additional  compensation  (the  "Additional   Compensation")  upon  the
occurrence of certain change of control type of events or distribution of assets
to shareholders,  as both are defined in the Agreement ("Recognition Event") and
determined  pursuant  to a  formula.  In the event of death or  disability,  Mr.
Bokser or his estate,  will be entitled to continue to receive  compensation and
employee benefits for one year following such event and in certain circumstances
will receive Additional  Compensation.  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 will remain in effect subject
to six months notice 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 of events, determined pursuant to a formula.
Under the terms of the  agreement,  if the  employment of Mr. Zorn is terminated
for any reason  other than for cause or  disability,  Mr.  Zorn is  entitled  to
receive compensation and benefits for six months, provided that he uses his best
efforts to secure other executive employment.

Retirement Plan

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

All benefits under the Retirement Plan are funded by  contributions  made by the
Company.  In general, a participant's  retirement benefit consists of the sum of
(a) with respect to employment  on or after  September 1, 1990, an annual amount
equal to the  participant's  aggregate  compensation  (excluding income from the
exercise of certain  stock  option and stock  appreciation  rights)  while he is
eligible to participate

                                       22

<PAGE>


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, $25,321; Mr. Neff, $23,241; Mr. Bokser $90,296; Mr. Zorn, $12,870;
Mr. De Simone, $16,661.


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.

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

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


                                       23

<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  January  2,  1999,  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.

Mr. Bokser is a director of Western Beef,  Inc. In fiscal 1998, the Company sold
various food products to Western Beef, Inc. in the amount of $48.7 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  $110,000 to the firm for fiscal
1998.

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 1998 for such services.

In fiscal  1998,  the  Company  recorded  income of $71,000  from  Hilton  Hotel
Corporation  and  subsidiaries,  a  company  in which  Mr.  Goldberg  served  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.

                                       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 27, 1997
            and January 2, 1999............................................ F-3

            Consolidated Statements of Operations for each of the
            three years in the period ended January 2, 1999................ F-4

            Consolidated Statements of Changes in Stockholder's
            Equity (Deficiency) for each of the three years in the period
            ended January 2, 1999.......................................... F-5

            Consolidated Statements of Cash Flows for each of
            the three years in the period ended January 2, 1999............ F-6

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

      2.    Financial Statement Schedule

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

      3.    Exhibits

            A.    Exhibits

            Exhibit No.                Exhibit

            2.1(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.

            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.

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

                                       25

<PAGE>



            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

            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


                                       26

<PAGE>



            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


            10.30(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.

            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.


                                       27

<PAGE>



            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.

            10.46(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.

            10.48(19)   - Amendment No. 11, dated as of March 25, 1998 to Credit
                        Agreement dated as of February 10, 1993 among Di Giorgio
                        Corporation,  as Borrower,  the  financial  institutions
                        parties thereto as Lenders,  BT Commercial  Corporation,
                        as Agent for the Lenders,  and Bankers Trust Company, as
                        Issuing Bank.

            10.49(20)   - Amendment  No. 12, dated as of March 1, 1999 to Credit
                        Agreement dated as of February 10, 1993 among Di Giorgio
                        Corporation,  as Borrower,  the  financial  institutions
                        parties thereto as Lenders,  BT Commercial  Corporation,
                        as Agent for the Lenders,  and Bankers Trust Company, as
                        Issuing Bank.

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

            21(20)      - Subsidiaries of the Registrant


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

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

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

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

(4)   Incorporated by reference to the Company's  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

                                       28

<PAGE>


(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.

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

(19)  Incorporated by reference to the Company's  Quarterly  Report on Form 10-Q
      for the quarter ended March 28, 1998 (File 1-1790).

(20)  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.

                                       29

<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 8th day of
March, 1999.

                                      DI GIORGIO CORPORATION



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


   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.


Signature                       Title                                     Date

 /s/ Arthur M. Goldberg      Chairman, President and Chief         March 8, 1999
---------------------------  Executive Officer (Principal
Arthur M. Goldberg           Executive Officer)

 /s/ Jerold E. Glassman      Director                              March 8, 1999
---------------------------
Jerold E. Glassman

 /s/ Emil W. Solimine        Director                              March 8, 1999
---------------------------
Emil W. Solimine

 /s/ Charles C. Carella      Director                              March 8, 1999
---------------------------
Charles C. Carella

 /s/ Jane Scaccetti Fumo     Director                              March 8, 1999
---------------------------
Jane Scaccetti Fumo

 /s/ Richard B. Neff         Executive Vice President and          March 8, 1999
---------------------------  Chief Financial Officer (Principal
Richard B. Neff              Financial and Accounting
                             Officer); Director

 /s/ Stephen R. Bokser       Executive Vice President and          March 8, 1999
---------------------------  Director
Stephen R. Bokser

<PAGE>

DI GIORGIO CORPORATION AND SUBSIDIARIES

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

                                                                            Page

INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS                         F-2

FINANCIAL STATEMENTS FOR EACH OF THE THREE YEARS
   IN THE PERIOD ENDED JANUARY 2, 1999

   Consolidated Balance Sheets                                               F-3

   Consolidated Statements of Operations                                     F-4

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

   Consolidated Statements of Cash Flows                                     F-6

   Notes to Consolidated Financial Statements                                F-8


                                      F-1
<PAGE>


INDEPENDENT AUDITORS' REPORT


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

We have  audited  the  accompanying  consolidated  balance  sheets of Di Giorgio
Corporation and subsidiaries  (the "Company") as of January 2, 1999 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 January 2, 1999. 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 the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects, the consolidated financial position of the Company at January
2, 1999 and  December 27, 1997,  and the results of their  operations  and their
cash flows for each of the three  years in the period  ended  January 2, 1999 in
conformity with generally accepted accounting principles.  Also, in our opinion,
such  financial  statement  schedule,  when  considered in relation to the basic
consolidated  financial  statements  taken as a whole,  presents  fairly  in all
material respects the information set forth herein.


/s/ Deloitte & Touche LLP [GRAPHIC OMITTED]

Parsippany, New Jersey

February 19, 1999




                                      F-2
<PAGE>




DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 27, 1997 AND JANUARY 2, 1999 
(in thousands, except share data)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      December 27,   January 2,
ASSETS                                                                    1997          1999
<S>                                                                    <C>          <C>
CURRENT ASSETS:
  Cash and cash equivalents                                            $   2,426    $     459
  Accounts and notes receivable - Net                                     71,715       83,012
  Inventories                                                             56,121       60,482
  Deferred income taxes                                                    5,118       11,283
  Prepaid expenses                                                         3,116        3,055
                                                                           -----        -----
           Total current assets                                          138,496      158,291

PROPERTY, PLANT AND EQUIPMENT - Net                                       22,144        8,333

NOTES RECEIVABLE                                                           7,428       11,844

DEFERRED INCOME TAXES                                                     12,266        2,063

DEFERRED FINANCING COSTS                                                   5,657        4,935

OTHER ASSETS                                                              15,341       13,192

EXCESS OF COST OVER NET ASSETS ACQUIRED - Net                             78,629       76,170
                                                                          ------       ------
TOTAL ASSETS                                                           $ 279,961    $ 274,828
                                                                       =========    =========


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
  Revolving credit facility                                            $  19,669    $  20,628
  Current installment - long-term debt and capital lease liability        15,465          211
  Accounts payable - trade                                                58,899       71,616
  Accrued expenses                                                        21,098       24,719
                                                                          ------       ------
           Total current liabilities                                     115,131      117,174

LONG-TERM DEBT                                                           159,333      155,000

CAPITAL LEASE LIABILITY                                                    2,499        2,288

OTHER LONG-TERM LIABILITIES                                                6,079        4,067

STOCKHOLDERS' DEFICIENCY:
  Common stock, Class A, $.01 par value - authorized, 1,000 shares;
     issued and outstanding, 101.622 and 78.116 shares, respectively        --           --
  Common stock, Class B, $.01 par value - authorized, 1,000 shares;
    issued and outstanding, 100.000 and 76.869 shares, respectively         --           --
  Additional paid-in capital                                              13,002        8,002
  Accumulated deficit                                                    (16,083)     (11,703)
                                                                         -------      ------- 
            Total stockholders' deficiency                                (3,081)      (3,701)
                                                                          ------       ------ 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                         $ 279,961    $ 274,828
                                                                       =========    =========
</TABLE>

See notes to consolidated financial statements.




                                      F-3
<PAGE>




DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 2, 1999
(in thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      December 28,   December 27,     January 2,
                                                          1996           1997            1999
<S>                                                    <C>            <C>            <C>
REVENUE:
  Net sales                                            $ 1,045,161    $ 1,065,381    $ 1,189,296
  Other revenue                                              5,045          6,419          7,637
                                                             -----          -----          -----
           Total revenue                                 1,050,206      1,071,800      1,196,933
COST OF PRODUCTS SOLD                                      935,719        959,167      1,074,994
                                                           -------        -------      ---------
           Gross profit - exclusive of warehouse
             expense shown separately below                114,487        112,633        121,939
OPERATING EXPENSES:
  Warehouse expense                                         41,038         42,453         49,440
  Transportation expense                                    21,624         22,042         24,719
  Selling, general and administrative expenses              22,694         21,598         22,760
  Facility integration and abandonment expense                --             --            4,173
  Amortization - excess of cost over net assets
     acquired                                                2,892          2,459          2,460
                                                             -----          -----          -----
OPERATING INCOME                                            26,239         24,081         18,387

INTEREST EXPENSE                                            23,955         21,890         18,170

AMORTIZATION - Deferred financing costs                      1,138            944            721

OTHER INCOME - Net                                          (3,758)        (3,242)        (9,534)
                                                            ------         ------         ------ 
INCOME BEFORE INCOME TAXES
    AND EXTRAORDINARY ITEM                                   4,904          4,489          9,030

PROVISION (BENEFIT) FOR INCOME TAXES                         3,053         (1,241)         4,449
                                                            ------         ------         ------
INCOME BEFORE EXTRAORDINARY
    ITEM                                                     1,851          5,730          4,581

EXTRAORDINARY ITEM:
  Gain (loss) on extinguishment of debt - net of tax           219         (8,693)          (201)
                                                               ---         ------           ---- 
NET INCOME (LOSS)                                      $     2,070    $    (2,963)   $     4,380
                                                       ===========    ===========    ===========
</TABLE>


See notes to consolidated financial statements.




                                      F-4
<PAGE>




DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 2, 1999
(in thousands, except share data)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                 Class A                 Class B            Additional
                               Common Stock            Common Stock           Paid-in    Accumulated
                            Shares       Amount     Shares       Amount       Capital     Deficit        Total
<S>                         <C>           <C>       <C>            <C>       <C>         <C>            <C>
BALANCES,
  DECEMBER 30, 1995         101.622       $-        100.000        $-        $17,225     $(15,190)      $2,035

  Net income                     -         -              -         -              -        2,070        2,070
                            -------       ---       -------        ---       -------     --------       ------
BALANCES,
  DECEMBER 28, 1996         101.622        -        100.000         -         17,225      (13,120)       4,105

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

  Dividend to
    stockholders                 -         -              -         -         (4,223)          -        (4,223)
                            -------       ---       -------        ---       -------     --------       ------
BALANCES,
  DECEMBER 27, 1997         101.622        -        100.000         -         13,002      (16,083)      (3,081)

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

  Stock repurchase          (23.506)       -        (23.131)        -         (5,000)          -        (5,000)
                            -------       ---       -------        ---       -------     --------       ------
BALANCES,
  JANUARY  2, 1999           78.116       $-         76.869        $-         $8,002     $(11,703)     $(3,701)
                             ======        =         ======         =         ======     ========      ======= 
</TABLE>


See notes to consolidated financial statements.




                                      F-5
<PAGE>




DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 2, 1999
(in thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              December 28,  December 27,  January 2,
                                                                  1996          1997        1999
<S>                                                           <C>          <C>          <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                           $   2,070    $  (2,963)   $   4,380
  Adjustments to reconcile net income (loss) to net
    cash provided by operations:
    Extraordinary (gain) loss on extinguishment of
      debt - net of tax                                            (219)       8,693          201
    Depreciation and amortization                                 4,488        4,544        2,488
    Amortization of deferred financing costs                      1,138          944          721
    Amortization of excess of cost over net assets acquired       2,892        2,459        2,460
    Other amortization                                              527        1,840        2,188
    Provision for doubtful accounts                               1,850        1,300          825
    Increase in prepaid pension cost                               (461)        (667)        (297)
    Non-cash interest - net                                       4,909        3,010         --
    Deferred taxes                                                 --         (1,241)       4,155
    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        4,047
    Facility integration reserve                                   --           --          2,813
    Gain on sale of Garden City facility                           --           --         (3,115)
    Changes in assets and liabilities:
      (Increase) decrease in:
        Accounts and notes receivable                             7,464      (11,465)     (12,122)
        Inventories                                               2,768       (6,558)      (4,361)
        Prepaid expenses                                           (169)         660       (6,104)
        Other assets                                                661       (5,103)       5,896
        Long-term receivables                                    (3,666)        (804)      (4,416)
      Increase (decrease) in:
        Accounts payable                                         (8,946)       9,431       12,717
        Accrued expenses and other liabilities                   (2,250)      (3,932)      (1,000)
                                                                 ------       ------       ------ 
           Net cash provided by operating activities             16,064            8       11,476
                                                                 ------            -       ------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment                     (1,004)      (3,829)      (2,990)
  Proceeds from Farmingdale sale                                   --         12,432         --
  Net proceeds from Garden City facility sale                      --           --         13,721
                                                                 ------       ------       ------
              Net cash (used in) provided by
                investing activities                             (1,004)       8,603       10,731
                                                                 ------        -----       ------
CASH FLOWS FROM FINANCING ACTIVITIES:
  (Repayments) borrowings from revolving
    credit facility - net                                        (5,584)      (7,050)         959
  New note offering                                                --        155,000         --
  Premiums on completed tender offers                              --        (10,829)        (335)
  Finance fees paid                                                --         (6,017)        --
  Repayments of debt                                             (5,942)    (145,295)     (19,603)
  Stock repurchase                                                 --           --         (5,000)
  Collection of Rose Partners note receivable                      --          8,917         --
  Dividend to stockholders                                         --            (61)        --
  Repayments of capital lease obligations                        (2,232)      (2,547)        (195)
  Premiums on mortgage payoff                                      --            (52)        --
                                                                 ------       ------       ------
           Net cash used in financing activities                (13,758)      (7,934)     (24,174)
                                                                -------       ------      ------- 
</TABLE>

See notes to consolidated financial statements.
                                                                     (Continued)



                                      F-6
<PAGE>




DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 2, 1999
(in thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              December 28,  December 27,  January 2,
                                                                 1996           1997        1999
<S>                                                           <C>          <C>          <C>
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                            $   1,302    $     677    $  (1,967)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                                 447        1,749        2,426
                                                                    ---        -----        -----
 CASH AND CASH EQUIVALENTS,  END OF YEAR                      $   1,749    $   2,426    $     459
                                                              =========    =========    =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid during the period:
    Interest                                                  $  18,569    $  25,285    $  18,322
                                                              =========    =========    =========
    Income taxes                                              $      73    $     195    $     107
                                                              =========    =========    =========

SUPPLEMENTAL SCHEDULE OF
  NON-CASH INVESTING ACTIVITIES:
  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    $    --
                                                              =========    =========    =========

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 FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 2, 1999
--------------------------------------------------------------------------------


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

      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 was 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.

      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.

      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  



                                      F-8
<PAGE>



      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.

      Use of Estimates - The preparation of consolidated financial statements in
      conformity  with  generally  accepted   accounting   principles   requires
      management  to make  estimates  and  assumptions  that affect the reported
      amounts of assets and liabilities and disclosure of contingent  assets and
      liabilities at the date of the consolidated  financial  statements and the
      reported  amounts of revenues and expenses  during the  reporting  period.
      Actual results could differ from those estimates.

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

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

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

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

      New Accounting  Pronouncements  - In June 1997,  the Financial  Accounting
      Standards Board (FASB) issued Statement of Financial  Accounting Standards
      (SFAS) No. 130,  Reporting  Comprehensive  Income,  which is effective for
      fiscal years beginning after December 15, 1997. There are no components of
      other comprehensive income for the Company except for reported net income.

      In June 1997, the FASB issued SFAS No. 131,  Disclosures about Segments of
      an Enterprise and Related Information, which is effective for fiscal years
      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 segments.  Given the similar
      economic characteristics and the similarities as to the nature of products
      and services, types of customers, and methods used to distribute products,
      the  Company  believes  it  qualifies  for the  aggregation  rules  of the
      Statement and therefore operates in one reportable segment.

      In February,  1998, the FASB issued SFAS No. 132,  Employers'  Disclosures
      About Pensions and Other Postretirement  Benefits,  which is effective for
      fiscal years beginning after December 15, 1997. The disclosures herein are
      reflective of the adoption of this statement.

      In June,  1998,  the FASB issued SFAS No. 133,  Accounting  for Derivative
      Instruments  and Hedging  Activities,  which is effective for fiscal years
      beginning  after June 15, 1999.  The Company has not completed the process
      of evaluating the impact that will result from adopting SFAS No. 133.



                                      F-9
<PAGE>


2.    ACCOUNTS AND NOTES RECEIVABLE

      Accounts and notes receivable consist of the following:

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

      Accounts receivable                                 $ 57,263     $ 66,088
      Notes receivable                                       8,627        8,657
      Other receivables                                     10,028       12,544
      Less allowance for doubtful accounts                  (4,203)      (4,277)
                                                          --------     --------
                                                          $ 71,715     $ 83,012
                                                          ========     ========


3.    PROPERTY, PLANT AND EQUIPMENT

      Property and equipment consist of the following:

                                           Estimated
                                          Useful Life   December 27,  January 2,
                                            in Years       1997         1999
                                                               (in thousands)

      Land                                      -            $ 900        $ 900
      Buildings and improvements                10          19,322        2,810
      Machinery and equipment                  3-10         10,826       11,455
      Less accumulated depreciation                        (12,674)      (9,544)
                                                           -------       ------ 
                                                            18,374        5,621
                                                            ------        -----
      Capital leases:
        Building and improvements                            4,419        3,117
        Equipment                                              370          370
        Less accumulated amortization                       (1,019)        (775)
                                                            ------         ---- 
                                                             3,770        2,712
                                                             -----        -----
                                                          $ 22,144      $ 8,333
                                                          ========      =======

      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  1997,  the  Company  acquired  from a  third-party
      landlord,  land and a building in Garden City for  consideration  of $10.6
      million,  which it previously leased and accounted for as a capital lease.
      On April 1, 1998,  the Company sold that  facility to another  third-party
      for $14.5 million and entered into a lease back for a two-year period with
      an option  to extend  the lease  for an  additional  5 year  period.  This
      transaction resulted in a gain, which was to be amortized over the initial
      lease period. The Company believed the frozen foods distribution  business
      would be integrated  into its other  location and this  facility  would be


                                      F-10
<PAGE>


      used for a cold storage operation. Those plans did not materialize,  which
      caused the Company to conclude, in the fourth quarter of fiscal 1998, that
      it made more economic sense to abandon the facility,  which is expected to
      be completed by May 1, 1999. In connection therewith, the Company recorded
      an expense of  approximately  $4.2  million  as follows  (i) $4.1  million
      relating to the  impairment  of the  long-lived  assets based on cash flow
      analyses,  (ii) $2.2  million of cash  commitments  subsequent  to date of
      abandonment,  (iii)  $400,000 of facilities  integration  costs,  and (iv)
      $600,000 of exit costs.  Those expenses have been recorded net of the $3.1
      million gain on the sale of the facility.  At January 2, 1999, the balance
      of the  facility  integration  reserve was $2.8  million,  all of which is
      expected to be expended prior to March 2000.

4.    EXCESS OF COST OVER NET ASSETS ACQUIRED

      Di  Giorgio  Acquisition  -  The  Company  was  acquired  by  the  current
      stockholders  on February 9, 1990. The  acquisition was accounted for as a
      purchase and the cost of the  Company's  stock,  together with the related
      acquisition  fees and  expenses was  allocated to the assets  acquired and
      liabilities  assumed  based on fair  values.  As of December  27, 1997 and
      January 2, 1999, accumulated  amortization of excess costs over net assets
      acquired was approximately $20.4 million and $22.6 million, 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  27,  1997 and  January  2,  1999,
      accumulated  amortization  of excess  costs over net assets  acquired  was
      approximately $978,000 and $1,254,000, respectively.

5.    FARMINGDALE WAREHOUSE FACILITY

      In August 1997, the Company completed the sale of an option it held on its
      Farmingdale   facility.   The  Company   realized  net  cash  proceeds  of
      approximately  $7.3  million  after the  repayment  of the mortgage in the
      amount of  approximately  $5.2 million.  The Company  recognized a $40,000
      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 27, 1997 on the transaction.

      Included in other income for the two years ended  December 27, 1997 is net
      rental  income of  approximately  $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).


                                      F-11
<PAGE>


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

      Debt consists of the following:

                                            Interest Rate
                                           at January 2, December 27, January 2,
                                              1999         1997          1999
                                                              (in thousands)

      Revolving credit facility (b)              8.04 %   $ 19,669      $ 20,628
                                                          ========      ========

      Current portion of long-term debt:
        12% senior notes, subsequently satisfied          $  7,450       $   --
        Note payable, subsequently satisfied                   620           --
        Note payable, subsequently satisfied                 7,200           --
                                                             -----        -----

                                                          $ 15,270       $   --
                                                          ========       =======
      Long-term debt:
        10% senior notes (a)                    10.00 %   $155,000      $155,000
        Note payable, subsequently satisfied                 4,333            --
                                                             -----       -------
                                                          $159,333      $155,000
                                                          ========      ========

      (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 million  principal  amount
            maturing on June 15,  2007.  The notes bear  interest at the rate of
            10% payable semi-annually, in arrears, on June 15 and December 15 of
            each year, commencing December 15, 1997.

            The notes will be redeemable at the Company's option, in whole or in
            part, at any time on or after June 15, 2002,  at  redemption  prices
            defined in the Indenture 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  (Notes 6b and
            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


                                      F-12
<PAGE>


            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 February 1, 1997, borrowings under
            the $90 million  credit  facility  bore interest at the rate of bank
            prime plus .75% or the  adjusted  Eurodollar  rate plus  2.25%.  The
            facility is scheduled to mature on June 30, 2000.

            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 January 2, 1999,
            the  Company  had an  additional  $64.0  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 January 2,
            1999.

7.    FAIR VALUE OF FINANCIAL INSTRUMENTS

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

                                        December 27, 1997        January 2, 1999
                                       Carrying     Fair     Carrying    Fair
                                        Amount      Value     Amount     Value
                                                     (in thousands)
      Debt (Note 6):
        Revolving credit facility      $ 19,669   $ 19,669   $ 20,628   $ 20,628
        Note payable                      7,200      7,200       --         --
        10% senior notes                155,000    152,288    155,000    141,050
        12% senior notes                  7,450      7,897       --         --
        Other notes payable               4,953      4,953       --         --
      Accounts and notes receivable -
        current (Note 2)                 71,715     71,715     83,012     83,012
      Notes receivable - long-term        7,428      7,428     11,844     11,844

      The fair value of the 10% senior  notes as of January 2, 1999 and December
      27,  1997 are  based on trade  prices of 91.00  and  98.25,  respectively,
      representing  yields of 11.7% (as of  January  2,  1999) and 10.29% (as of
      December 27, 1997),  respectively.  The fair value of the 12% senior notes
      as of December 27, 1997 is based on the trade price of 106.00 representing
      a yield of 10.45% (as of December 27, 1997).  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 at December  27, 1997 was assumed to  reasonably  approximate  its
      carrying amount since it was recently issued (as of December 27, 1997) and
      was  short-term  in  nature.  The fair  values of other  notes  payable at
      December 27, 1997 were assumed to reasonably  approximate  their  carrying
      amounts since they had variable interest rates.


                                      F-13
<PAGE>


      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 27,       January 2,
                                                      1997              1999
                                                             (in thousands)

      Legal and environmental                          $ 1,176           $ 1,556
      Interest                                           1,018               866
      Employee benefits                                  6,354             7,479
      Due to vendors/customers                           4,286             4,997
      Other                                              8,264             9,821
                                                         -----             -----
                                                      $ 21,098          $ 24,719
                                                      ========          ========

9.    RETIREMENT

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

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

                                      F-14
<PAGE>

      The following table provides information for the Pension Plan:

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

      Change in benefit obligation:
        Benefit obligation at beginning of year         $ 46,977       $ 47,906
        Service cost                                         598            668
        Interest cost                                      3,334          3,374
        Actuarial loss                                       378          1,648
        Benefits paid                                     (3,381)        (3,481)
                                                          ------         ------ 
      Benefit obligation at end of year                 $ 47,906       $ 50,115
                                                        ========       ========

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

      Change in plan assets:
        Fair value of plan assets at beginning of year     $ 50,213    $ 51,189
        Actual return on plan assets                          4,357       3,459
        Benefit payments                                     (3,381)     (3,481)
                                                             ------      ------ 
      Fair value of plan assets at end of year             $ 51,189    $ 51,167
                                                           ========    ========

      Funded status (fair value of plan assets less benefit
        obligation):                                       $  3,283    $  1,052
        Unrecognized net actuarial gain                       5,477       8,088
        Unrecognized prior service cost                         151         137
                                                                ---         ---
      Prepaid benefit cost                                 $  8,911    $  9,277
                                                           ========    ========

      Net pension cost includes the following components:

                                            December 28, December 27, January 2,
                                                1996         1997         1999
                                                         (in thousands)

      Service cost                                $   585    $   598    $   668
      Interest cost                                 3,350      3,334      3,374
      Expected return on plan assets               (4,433)    (4,438)    (4,467)
      Amortization of prior service cost               14         14         14
      Recognized actuarial loss                      --         --           44
                                                  -------    -------    -------
                                                  $  (484)   $  (492)   $  (367)
                                                  =======    =======    ======= 


                                      F-15
<PAGE>


      For the fiscal  years  ended  January  2, 1999,  December  27,  1997,  and
      December 26, 1996, the following actuarial assumptions were used:

                                            December 26, December 27, January 2,
                                              1996         1997         1999

      Weighted average discount rate              7.50 %      7.25 %      7.00 %
      Rate of increase in future
        compensation levels                       6.00        6.00        6.00
      Expected long-term rate of
        return on plan assets                     9.00        9.00        9.00


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


      Year Ended                                                  (in thousands)

      December 28, 1996                                                 $1,082
      December 27, 1997                                                  1,030
      January 2, 1999                                                    1,012

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

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

      Year Ended                                                  (in thousands)

      December 28, 1996                                               $171
      December 27, 1997                                                193
      January 2, 1999                                                  197


                                      F-16
<PAGE>


10.   OTHER LONG-TERM LIABILITIES

      Other long-term liabilities consist of the following:

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

      Employee benefits                             $2,269          $1,889
      Legal                                          2,575           1,642
      Environmental                                  1,235             536
                                                    ------          ------
                                                    $6,079          $4,067
                                                    ======          ======

11.   COMMITMENTS AND CONTINGENCIES

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

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

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

      The Company  subleased a frozen  warehouse  facility through November 1997
      and  certain  equipment  through  April 1997 from WRGFF  Associates,  L.P.
      ("WRGFF"),  an  affiliate  of the  Company.  For each of the  years in the
      two-year period ended December 27, 1997, rental expense under these leases
      with WRGFF  amounted  to  approximately  $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


                                      F-17
<PAGE>


      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  warehouse  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 January 2, 1999:

                                                          Capital      Operating
      Fiscal Year Ending                                   Leases       Leases
                                                               (in thousands)

      1999                                                 $ 366        $ 11,553
      2000                                                   308           8,736
      2001                                                   196           6,995
      2002                                                   186           5,798
      2003                                                   186           5,220
      Thereafter                                           3,196          68,881
                                                           -----          ------
      Net minimum lease payments                           4,438       $ 107,183
                                                                       =========

      Less interest                                        1,939
                                                           -----

      Present value of net minimum lease payments
       (including current installments of $211)           $2,499
                                                          ======

      Total rent expense included in operations was as follows:

          Year Ended                                            (in thousands)

      December 28, 1996                                            $ 6,622
      December 27, 1997                                              7,240
      January 2, 1999                                               12,300

      Letters of Credit - In the ordinary course of business,  the Company is at
      times  required to issue letters of credit.  The Company was  contingently
      liable for approximately  $5.4 million and $7.2 million on open letters of
      credit  with  a  bank  as of  January  2,  1999  and  December  27,  1997,
      respectively.

      Guaranty - The Company  has issued  certain  guarantees  in an amount less
      than $2.0 million.

      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
      $880,600  are  expected  to be paid  in  fiscal  1999.  In  addition,  the
      executives  are entitled to  additional  compensation  upon  occurrence of
      certain events.

12.   EQUITY

      In November 1993 in connection with a senior  discount note offering,  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  Company's


                                      F-18
<PAGE>


      outstanding  common  stock.  A warrant  entitles a holder to purchase  one
      share of the  Company's  Class B common  stock  for  $.10 per  share.  The
      warrants are currently exercisable and expire in February 2003.

      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.

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

13.   OTHER INCOME - NET

      Other income consists of the following:

                                    December 28,     December 27,    January 2,
                                        1996            1997            1999
                                                   (in thousands)

      Interest income                  $ 2,390        $ 2,380       $ 2,092
      Net rental income                  1,020            192             -
      Net gain on disposal of assets        63            157            23
      Other - net                          285            513         7,419  (a)
                                       -------         ------       -------
                                       $ 3,758        $ 3,242       $ 9,534
                                       =======        =======       =======

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

14.   INCOME TAXES

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


                                      F-19
<PAGE>


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

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

      Deferred tax assets:
        Allowance for doubtful accounts                    $  1,817    $  1,704
        Accrued expenses not deductible until paid            3,313       3,112
        Difference between book and tax basis of property      --         2,118
        Net tax operating loss carryforwards                 16,160      10,001
                                                           --------    --------
      Deferred tax asset                                     21,290      16,935
                                                           ========    ========

      Deferred tax liabilities:
        Difference between book and tax basis of property      (483)       --
        Pension asset valuation                              (3,441)     (3,590)
                                                           --------    --------
      Deferred tax liabilities                               (3,924)     (3,590)
                                                           --------    --------
      Net deferred tax assets                              $ 17,366    $ 13,345
                                                           ========    ========

      A 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 loss
      carryforwards.  The 1997 elimination of the valuation  allowance  relating
      to: (i) preacquisition  amount was credited to the excess of cost over net
      assets of business acquired and (ii)  postacquisition  amount was credited
      to the income tax provision for 1997.

      As of December  28,  1996,  the  Company's  deferred tax assets were fully
      reserved based on the then current  evidence  indicating  that it 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 a
      1997  income tax benefit of $3.9  million  and a reduction  in goodwill of
      $11.5  million.  The reduction in goodwill  reflects  benefits  which were
      attributable to the preacquisition period.

      As of January 2, 1999, approximately $24 million of net tax operating loss
      carryforwards   (which  expire  between  the  years  2006  and  2017)  and
      approximately  $23.2  million  of New  Jersey  state  tax  operating  loss
      carryforward (which expire between the years 1999 and 2002) are available.
      As of January 2, 1999, taxes currently payable was approximately $70,000.


                                      F-20
<PAGE>


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

                                                       December 27,   January 2,
                                                           1997           1999
                                                               (in thousands)
      Current income tax                                  $  --           $  294
      Deferred income tax                                   2,659          4,155
      Reduction in valuation allowance                     (3,900)           --
                                                          -------         ------
                                                          $(1,241)        $4,449
                                                          =======         ======

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


                                            December 28, December 27, January 2,
                                                1996         1997        1999
                                                            (in thousands)

Tax at statutory rate                            $ 1,667    $ 1,526    $3,070
State and local taxes - net of federal benefit       497        391       636
Permanent differences - amortization of excess
  cost over net assets acquired                      889        742       743
Reduction in valuation reserve                      --       (3,900)     --
                                                  ------     ------     -----
                                                 $ 3,053    $(1,241)   $4,449
                                                 =======    =======    ======

15.   RELATED PARTY TRANSACTIONS

      In November 1993  approximately  $11 million face value  discount note was
      loaned to Rose Partners,  the current holder of 98.53% of the common stock
      of  the  Company.   The  note  was  issued  at  an  original  discount  of
      approximately  $5.3 million.  In connection with the Refinancing  (Note 6)
      the Company received an $8.9 million payment for the extinguishment of the
      note. For the years ended  December 28, 1996 and December 27, 1997,  other
      income  includes  approximately  $981,000 and $502,000,  respectively,  of
      interest income related to the note.

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

      A  director  of the  Company  is a  director  of a  customer.  During  the
      three-year  period ended  January 2, 1999,  the Company sold various foods
      products in the amounts of $27.5 million, $37.2 million and $48.7 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  $111,000,  $171,000 and $110,000,  during each of the three
      years in the period ended January 2, 1999,  respectively,  to the law firm
      for legal services.

      The  Company  employs  the  services of a risk  management  and  insurance
      brokerage firm which is controlled by a director of the Company.  Included
      in the  statement  of  operations  are fees paid to the  related  party of
      $150,000 for each of the three years in the period ended January 2, 1999.



                                      F-21
<PAGE>


      The Company recorded income of $245,000,  $166,000 and $71,000 for each of
      the three years in the period ended January 2, 1999, respectively, from an
      affiliated  entity of the President of the Company in connection  with the
      sharing of office facilities and administrative expenses.

16.   MAJOR CUSTOMERS

      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
      similar group of customers represented 12.4%.

      During the year ended December 27, 1997,  sales to the same two individual
      customers  represented  27.4% and 19.5% of net  sales,  respectively,  and
      sales to a similar group of customers represented 10.9%.

      During the year ended  January 2, 1999,  sales to the same two  individual
      customers  represented  30.5% and 17.2% of net  sales,  respectively,  and
      sales to a similar group of customers represented 10.1%.

                                     ******


                                      F-22
<PAGE>


                                                                    SCHEDULE II
DIGIORGIO CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                  Column A                 Column B       Column C                        Column D              Column E
                                                                        Additions
                                          Balance at     Charged to      Charged                               Balance at
                                          Beginning      Costs and      to Other                                 End of
                Description               of Period       Expenses      Accounts         Deductions              Period
<S>                                        <C>            <C>             <C>            <C>                    <C>
Allowance for doubtful accounts 
  for the period ended:

  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)

  January 2, 1999                             4,203            825           -                 (751)   (1)         4,277

</TABLE>

(1) Accounts written off during the year.

(2) Transfers from other accounts.

(3) Transfers to other accounts.


                                      S-1

<PAGE>
                                  EXHIBIT INDEX


EXHIBIT                                                            SEQUENTIALLY
NUMBER                         DESCRIPTION                         NUMBERED PAGE


10.49(20)      Amendment No. 12, dated as of March 1, 1999 to 
               Credit Agreement dated as of February 10, 1993 
               among Di Giorgio Corporation, as Borrower, the 
               financial institutions parties thereto as Lenders, 
               BT Commercial Corporation, as Agent for the Lenders, 
               and Bankers Trust Company, as Issuing Bank.


21(20)         Schedule of Subsidiaries