SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

     (Mark One)

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

     For the fiscal year ended December 30, 2000

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

     For the transition period from ______ to _____

     Commission File Number: 1-1790

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

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

           380 Middlesex Avenue
           Carteret, New Jersey                                   07008
 (Address of principal executive offices)                      (Zip Code)

                                 (732) 541-5555
              (Registrant's Telephone Number, Including Area Code)


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

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


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



   Indicate  by check mark  whether  the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of February 16, 2001, there were outstanding 78.1158 shares of Class A Common
Stock and 76.8690 shares of Class B Common Stock.  The aggregate market value of
the voting  stock held by  non-affiliates  of the  registrant  is $0 because all
voting stock is held by affiliates of the registrant.



<PAGE>


                                     PART I


ITEM 1.  BUSINESS.

Overview

Di  Giorgio  Corporation  (the  "Company")  is one of  the  largest  independent
wholesale food distributors in the New York City metropolitan area, which is one
of the largest  retail food  markets in the United  States.  Across its grocery,
frozen and refrigerated product categories,  the Company supplies  approximately
17,600 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
greater  Philadelphia area. Over 950 grocery,  frozen and refrigerated items are
offered with the Company's White Rose(R) label. The White Rose(R) label has been
established  for over 114  years  and is well  recognized  in the New York  City
metropolitan  area.  For the year ended December 30, 2000, the Company had total
revenue of $1,495.4 million,  net income of $10.7 million and EBITDA (as defined
herein) of $43.0  million,  representing  increases from the prior year of 5.8%,
11.1%, and 4.6%, respectively.


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(R)
label consistently across all three categories of products.  White Rose(R) label
sales represented  approximately 3% of 2000 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 adjusted on a regular basis based on vendor pricing.

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

                                        1
<PAGE>

The Company periodically  provides financial assistance to independent retailers
by providing (i) financing for the purchase of new locations; (ii) financing for
the  purchase  of  inventories  and  store  fixtures,  equipment  and  leasehold
improvements;  (iii) extended payment terms for initial inventories; and/or (iv)
working  capital  requirements.  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.
Generally,  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 December  30,  2000,  the
Company's customer financing portfolio had an aggregate balance of approximately
$22.4 million. The portfolio consisted of approximately 75 loans with a range of
$4,000 to $4.2 million.

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

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

The number of participating stores, in the EasyGrocer.com program,  increased to
44  in  December  2000  from  less  than  10  in  December   1999.  The  average
EasyGrocer.com  order size was $118 in  December  2000,  an increase of 57% from
December  1999.  Management  believes this average order size is  significant in
that it represents a substantial increase over the current participating stores'
average sale.

White Rose(R)  Label.  The White  Rose(R)  private  label brand  merchandise  is
recognized  for  quality  merchandise  across  over  950  grocery,   frozen  and
refrigerated  products,  and has been marketed in the New York metropolitan area
for over 114 years. Products under the White Rose(R) 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(R) brand allows independent
retail  customers to carry a  recognized  label across  numerous  product  lines
similar to chain stores while providing consumers with an attractive alternative
to national  brands.  Management  believes that White Rose(R)  labeled  products
generally  produce higher margins for its customers  than national  brands,  and
help the Company attract and retain customers.


                                        2
<PAGE>


Markets and Customers

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

The Company's  customers  include single and multiple store owners consisting of
chains and  independent  retailers  which  generally do not  maintain  their own
internal distribution operations for one or more of the Company's product lines.
Some of the Company's  customers are  independent  food  retailers or members of
voluntary  cooperatives which seek to achieve the operating efficiencies enjoyed
by supermarket  chains through common  purchasing and  advertising.  Some of the
Company's  customers  include food markets  operating  under 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; Big R; Scaturros;  and Western Beef; as well as the Met(R),
Pioneer(R), Super Food and Foodtown cooperatives.

The Met(R) and  Pioneer(R)  trade names are owned by the Company,  however,  the
customers using the trade names are independently owned and operated. Membership
in these  voluntary  cooperatives  enables a customer to take  advantage  of the
benefits of advertising and  merchandising on a scale usually  available only to
large chains,  as well as certain other retail support services  provided by the
Company. As part of the cooperative  arrangement,  these customers are obligated
to purchase the majority of their grocery,  frozen food and refrigerated product
requirements  from the Company,  thereby enhancing the stability of this portion
of the Company's customer base. These customers represented  approximately 13.6%
and 14.2% of net sales for the years  ended  January  1, 2000 and  December  30,
2000, respectively.

During the  fifty-two  weeks ended  December 30,  2000,  the  Company's  largest
customers,  A&P and  Associated,  accounted for  approximately  24.6% and 14.4%,
respectively,  of net sales, and the Company's five largest customers  accounted
for  approximately 53% of net sales. The Company and/or certain of its executive
officers have long-standing  relationships with most of the principal  customers
of  the  Company.  The  loss  of  certain  of  these  principal  customers  or a
substantial decrease in the amount of their purchases could be disruptive to the
Company's business.


Warehousing and Distribution

The  Company  presently  supplies  its  customers  from its  three  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 the  Company's  distribution  centers  enables it to compete
effectively.  A warehouse and inventory management system directs all aspects of
the  material  handling  process  from  receiving  through  shipping  generating
detailed cost  information  from which warehouse  personnel manage the workforce
and flow of product,  thus minimizing cost while maintaining the highest service
level possible.

                                        3
<PAGE>

The  Company's  trucking  system  consists  of 118  tractors  (all of which  are
leased),  371  trailers (of which 271 are leased) and 4 trucks (all of which are
leased).  In addition,  the Company  rents  trailers on a monthly  basis to meet
seasonal demand. On approximately 17% of its deliveries,  the Company is able to
arrange   "backhauls"  of  products  from  manufacturers'  or  other  suppliers'
distribution  facilities  located in the markets served by the Company,  thereby
enabling the Company to reduce its procurement costs. The Company regularly uses
independent  owner/operators  to make  deliveries  on an "as  needed"  basis  to
supplement  the  use of its own  employees  and  equipment.  The  Company  makes
approximately  5,500  deliveries per week 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  distribution  facilities  are fully  integrated
through the Company's computer,  accounting,  and management information systems
to promote operating efficiency and coordinated quality customer service.


Purchasing

The Company  purchases  products for resale to its customers from  approximately
1,400  suppliers  in the United  States and  abroad.  Brand  name  products  are
purchased   directly   from  the   manufacturer,   through  the   manufacturer's
representatives  or through food brokers by buyers in each  operating  division.
White Rose(R) label and several  customers' private label products are purchased
from producers,  manufacturers or packers who are licensed by the Company or the
specific  customer.  The Company purchases  products in large volume and resells
them in the smaller quantities  required by its customers.  Management  believes
that the Company has the purchasing power to obtain competitive volume discounts
from its suppliers.  Substantially all categories of products distributed by the
Company are available from a variety of  manufacturers  and  suppliers,  and the
Company  is not  dependent  on any  single  source  of supply  for any  specific
category,  however,  market conditions dictate that certain nationally prominent
brands,  available from single suppliers,  be available for distribution.  Order
size and frequency are determined by the Company's  buyers based upon historical
sales  experience,   sales  projections  and  computer  forecasting.   A  modern
procurement system provides the buying department with extensive data to measure
the movement and profitability of each inventory item, forecast seasonal trends,
and recommend the terms of purchases, including the practice of taking advantage
of situations when the manufacturer is selling an item at a discount pursuant to
a special  promotion,  an  industry  practice  known as "forward  buying."  This
system, which operates in concert with the warehouse management system, features
full electronic data interchange capabilities and accounting interfaces.


Competition and Trademarks

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

                                        4
<PAGE>

Northeast  Frozen Foods are the Company's main  competitors  with respect to the
distribution  of certain of the Company's  product lines. As the Company expands
into other geographic markets, it expects to compete with national  distributors
in all product categories.

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

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

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


Seasonality

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


Employees

As of February 16, 2001, the Company employed  approximately  1,373 persons,  of
whom  approximately  898 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  2005),  its grocery  operation  (warehouse  expiring  October 2002 and
trucking expiring May 2005) and its frozen operation (expiring January 2004).

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


                                        5
<PAGE>


ITEM 2.  PROPERTIES

The Company's three distribution facilities and data center are set forth below.
<TABLE>
<CAPTION>

      Location                      Use                  Square Footage         Lease Expiration
      --------                      ---                  --------------         ----------------
<S>                        <C>                              <C>             <C>
Carteret, New Jersey       Groceries, Non-Perishables,      645,000         2018 (plus two 5-year
                           and executive offices                                  renewal options)

Woodbridge, New Jersey     Refrigerated                     200,000         2006 (plus three 5-year
                                                                                  renewal options)

Carteret, New Jersey       Frozen                           179,000         2018 (plus two 5-year
                                                                                  renewal options)

Westbury, New York         Computer center                   11,800         2007
</TABLE>

The  aggregate  operating  lease  rent  paid in  connection  with the  Company's
facilities was approximately $5.0 million in fiscal 2000.

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 95% of its
current  capacity (on a two shift basis).  Depending on the type of new business
introduced  (e.g. high turn product that is already slotted in inventory),  each
distribution facility has capacity to expand its output.

On  October  25,  2000 the  Company  announced  plans for a  100,000-square-foot
expansion of the White Rose Frozen Food distribution  facility in Carteret,  New
Jersey.  The expansion plans were precipitated by the need to expand capacity to
accommodate product requirements of customers without compromising  service. The
expansion will bring the total square  footage of the facility to  approximately
279,000  square feet,  with  completion  expected by the first fiscal quarter of
2002. In addition, the grocery facility lease in Carteret provides for expansion
of up to 161,000 sq. ft.


                                        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 respect 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  $664,000 as of December
30,  2000.  The Company  believes  the  reserves are adequate and that known and
potential  environmental  liabilities will not have a material adverse effect on
the Company's financial condition.  However,  there can be no assurance that the
identification  of  contamination  at its current or former  sites or changes in
cleanup requirements would not result in significant costs to the Company.

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

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

Litigation.  The  Company  is a  defendant  in an action  entitled  Twin  County
Grocers,  Inc. et al. v. Food  Circus  Supermarkets,  Inc. et al.,  filed in the
United  States  Bankruptcy  Court for the District of New Jersey on February 26,
1999. The plaintiff  alleges that the Company was a party to a civil conspiracy,
breached  agreements,  negotiated in bad faith and tortiously  interfered with a
contract and prospective  economic advantage in connection with a potential sale
of Twin County's business and seeks unspecified damages. The matter has recently

                                        7
<PAGE>

been moved to the Federal District Court of New Jersey and is proceeding towards
trial.  The Company  believes  that the  allegations  are without merit and will
continue to vigorously defend this action.

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


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

         None.


                                     PART II

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

There is no established  public market for the outstanding  common equity of the
Company and the majority  (98.54%) of its  outstanding  common stock is owned by
Rose Partners, LP.

The Company  paid a dividend of $2.5  million in April 2000.  The ability of the
Company to pay dividends is governed by restrictive  covenants  contained in the
indenture  governing  its publicly  held debt as well as  restrictive  covenants
contained in the Company's senior bank lending arrangement. As a result of these
restrictive  covenants,  as of  December  30,  2000,  the  Company is  currently
permitted to pay dividends in an amount up to approximately $5.4 million.


                                        8
<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 December 31, 1995. Since the stockholders of the
Company upon  consummation  of the merger are identical to the  stockholders  of
White Rose,  the  exchange of shares was a transfer of interest  among  entities
under common control,  and is being accounted for at historical cost in a manner
similar  to  pooling  of  interests  accounting.  Such  data  should  be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included herein.

<TABLE>
<CAPTION>
                                          Year Ended     Year Ended    Year Ended    Year Ended    Year Ended
                                          December 28,   December 27,   January 2,    January 1,   December 30,
                                             1996           1997         1999 (c)        2000          2000
                                         ---------------------------------------------------------------------------
                                                                       (In thousands)
<S>                                    <C>           <C>           <C>              <C>           <C>
Income Statement Data:
Total revenue                          $ 1,050,206   $ 1,071,800   $ 1,196,933      $ 1,413,827   $ 1,495,398
Gross profit(a)                            114,487       112,633       121,939          138,971       144,996
  Warehouse expense                         41,038        42,453        49,440           51,865        52,233
  Transportation expense                    21,624        22,042        24,719           26,607        28,387
  Selling, general and
   administration expenses                  22,694        21,598        22,760           25,834        29,443
  Facility integration and
   abandonment expense                          --            --         4,173               --            --
  Amortization--excess of cost over
    net assets acquired                      2,892         2,459         2,460            2,425         2,425
Operating income                            26,239        24,081        18,387           32,240        32,508
  Interest expense                          23,955        21,890        18,170           16,679        16,028
  Amortization--deferred financing
   costs                                     1,138           944           721              764           730
  Other (income), net                       (3,758)       (3,242)       (9,534)(e)       (2,744)       (3,517)
Income (loss) from continuing
  operations before income taxes
  and extraordinary items                    4,904         4,489         9,030           17,541        19,267
Income taxes                                 3,053        (1,241)        4,449            7,872         8,528



Income (loss) from continuing
   operations before extraordinary
   items                                     1,851         5,730         4,581            9,669        10,739
Extraordinary (loss)/gain on
   extinguishment of debt, net of tax          219        (8,693)         (201)            --            --
Net (loss) income                      $     2,070   $    (2,963)  $     4,380      $     9,669   $    10,739
</TABLE>

<TABLE>
<CAPTION>
                                             December     December 27    January 2,    January 1,   December 30,
                                                28,           1997        1999 (c)        2000          2000
                                               1996
                                         ---------------------------------------------------------------------------
                                                                       (In thousands)

<S>                                            <C>            <C>           <C>           <C>             <C>
Balance Sheet Data:
Total assets                                   $301,069       $279,961      $274,828      $273,406        $289,801

Working capital                                  12,342         23,365        41,117        56,397          56,238
Total debt including capital leases             215,308        196,966       178,127       164,069         167,531
Total stockholder's equity                        4,105        (3,081)(b)    (3,701)(d)      5,968          14,207
(deficiency)
</TABLE>
-----------------------


(a)      Gross profit excludes warehouse expense shown separately.

(b)      The decrease in stockholders' equity was the result of the $8.7 million
         extraordinary  charge,  net of tax, on the  extinguishment  of debt. In
         addition,  the Company dividended non-cash,  non-core assets consisting
         of land in Colorado and notes  receivable  with an aggregate book value
         of  approximately  $4.2 million and $61,400 in cash to its stockholders
         on June 20, 1997.

(c)      Represents a 53 week fiscal year.

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

(e)      Includes  $7.2  million  consideration  pursuant to an  agreement  with
         Fleming  Companies,  Inc. See  Management's  Discussion  and  Analysis,
         Results  of  Operations  52 weeks  ending  January 1, 2000 and 53 weeks
         ending January 2, 1999.


                                        9
<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 statements may be identified by their use of words like "plans", "expects"
"aims"  "believes",  "projects"  "anticipates",  "intends"  "estimates" "will" "
should"  "could" and other  expressions  that indicate future events and trends.
These forward-looking  statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievement
of the Company to be materially  different from any future results,  performance
or achievements expressed or implied by such forward-looking  statements.  These
factors  include,  among others,  the following:  general  economic and business
conditions and those in particular in the New York City  metropolitan  area; the
Company's reliance on several significant customers; potential losses from loans
to its retailers;  restrictions imposed by the documents governing the Company's
indebtedness;  current wholesale competition, as well as future competition from
presently unknown sources;  competition in the retail segment of the supermarket
business;  the Company's labor relations;  potential  environmental  liabilities
which the Company may have;  dependence  on key  personnel;  changes in business
regulation;  business  abilities and judgment of  personnel;  and changes in, or
failure to comply with government  regulations  including but not limited to new
OSHA   regulations   governing   ergonomics;    potential   commercial   vehicle
restrictions; and inflation especially with respect to wages and energy costs.


Results of Operations

Fifty-two-weeks ended December 30, 2000 and January 1, 2000

Net sales for the fifty-two weeks ended December 30, 2000 were $1,488.1  million
as compared to $1,406.1  million for the fifty-two  weeks ended January 1, 2000.
This 5.8% increase in net sales primarily  reflects  increased sales to existing
customers.

Other revenue,  consisting of recurring customer related services,  decreased to
$7.3 million for the fifty-two weeks ended December 30, 2000 as compared to $7.7
million in the prior period.  The decrease was a result of $1 million of storage
income in the prior  period at the  Company's  Garden  City,  NY and Kearny,  NJ
facilities, which ceased operations in 1999.

Gross margin  (excluding  warehouse  expense)  decreased to 9.7% of net sales or
$145.0  million for the fifty-two  weeks ended  December 30, 2000 as compared to
9.9% of net  sales or $139.0  million  for the  prior  period,  as a result of a
change in mix of both  customers  and products  sold.  The Company has, and will
continue to, take steps  intended to maintain and improve its margins;  however,
as indicated by the  comparative  decrease in gross margin,  factors such as the
additions of high volume,  low margin customers,  the decrease in manufacturers'
promotional activities, changes in product mix, or competitive pricing pressures
are expected to continue to have an effect on gross margin.

                                       10
<PAGE>

Warehouse expense decreased as a percentage of net sales to 3.5% of net sales or
$52.2  million for the  fifty-two  weeks ended  December 30, 2000 as compared to
3.7% of net sales or $51.9 million due to the  inclusion of expenses  related to
the now closed Garden City and Kearny  warehouse in the prior period.  Excluding
all expenses  relating to these  facilities in both periods,  warehouse  expense
would have been 3.5 % of net sales in both periods.

Transportation  expense  remained at 1.9% of net sales or $28.4  million for the
fifty-two  weeks  ended  December  30,  2000 as compared to 1.9% of net sales or
$26.6 million in the prior period due to greater efficiencies  offsetting higher
expenses.

Selling,  general and  administrative  expense increased to 2.0% of net sales or
$29.4  million for the  fifty-two  weeks ended  December 30, 2000 as compared to
1.8% of net sales or $25.8  million for the prior period  primarily due to costs
associated with (i)  EasyGrocer.com,  (ii) increased  professional  fees,  (iii)
employee benefits,  and (iv) the relocation and ongoing expenses associated with
the Company's data processing center.

Other income, net of other expenses, increased to $3.5 million for the fifty-two
weeks ended December 30, 2000 as compared to $2.7 million for the prior period.

Interest  expense  decreased  to $16.0  million  for the  fifty-two  weeks ended
December 30, 2000 from $16.7  million for the prior period due to lower  average
outstanding levels of the Company's debt.

The Company  recorded an income tax provision of $8.5  million,  resulting in an
effective income tax rate of 44% for the fifty-two weeks ended December 30, 2000
as compared to a provision of $7.9 million resulting in an effective rate of 45%
in the prior period. The Company's  estimated  effective tax rate is higher than
the statutory tax rate primarily because of the  nondeductibility  of certain of
the  Company's  amortization  of the  excess of cost over net  assets  acquired;
however,  due to net operating loss carryforwards for tax purposes,  the Company
does  not  expect  to pay  federal  income  tax for the  current  year  with the
exception of an alternative minimum tax.

The Company  recorded net income for the fifty-two weeks ended December 30, 2000
of $10.7 million as compared to $9.7 million in the prior period.


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

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

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

Gross margin  (excluding  warehouse  expense)  decreased to 9.9% of net sales or
$139.0  million for the  fifty-two  weeks  ended  January 1, 2000 as compared to
10.3% of net sales or $121.9 million for the prior period, as a result of a

                                       11
<PAGE>

change in mix of both  customers  and products  sold.  The Company has, and will
continue to, take steps  intended to maintain and improve its margins;  however,
as indicated by the  comparative  decrease in gross margin,  factors such as the
additions of high volume,  low margin customers,  the decrease in manufacturers'
promotional activities, changes in product mix, or competitive pricing pressures
are expected to continue to have an effect on gross margin.

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

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

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

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

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

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

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


Liquidity and Capital Resources

Cash flows from operations and amounts available under the Company's $90 million
bank credit  facility are the  Company's  principal  sources of  liquidity.  The
Company's bank credit is scheduled to mature on June 30, 2004, and bears

                                       12
<PAGE>

interest at a rate per annum equal to (at the  Company's  option):  (i) the Euro
Dollar Offering Rate plus 1.625% or (ii) the lead bank's prime rate.

Borrowings under the Company's revolving bank credit facility were $10.4 million
(excluding $5.1 million of outstanding  letters of credit) at December 30, 2000.
Additional  borrowing capacity of $71.8 million was available at that time under
the Company's then current,  borrowing base  certificate.  The Company  believes
that these sources will be adequate to meet the Company's currently  anticipated
working capital needs, dividend payment, if any, capital expenditures,  and debt
service requirements during the next four fiscal quarters.

During the  fifty-two  weeks ended  December  30, 2000,  cash flows  provided by
operating  activities were $2.1 million,  consisting primarily of cash generated
from  income  before  non-cash  expenses  of $26.6  million,  offset  mainly  by
increases in (i) accounts and notes  receivable of $8.3 million,  (ii) inventory
of $3.1 million,  and (iii) other assets of $12.3 million, the majority of which
was a  tax-deductible  contribution  to its defined  benefit  pension plan which
insures its continued overfunded status for the foreseeable future.

Cash  flows  used in  investing  activities  during the  fifty-two  weeks  ended
December 30, 2000 were approximately  $2.3 million,  which were used exclusively
for  capital  expenditures.   Net  cash  provided  by  financing  activities  of
approximately  $1.0 million was primarily  funded from the Company's bank credit
facility, offset by a $2.5 million dividend paid.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and  amortization  and certain  one-time  charges,  was $43.0 million during the
fifty-two  weeks ended  December  30,  2000 as compared to $41.1  million in the
prior period. The Company has presented EBITDA supplementally because management
believes  this  information  is useful given the  significance  of the Company's
depreciation  and  amortization  and because of its highly  leveraged  financial
position. This data should not be considered as an alternative to any measure of
performance  or liquidity as promulgated  under  generally  accepted  accounting
principles  (such as net  income/loss  or cash  provided  by/used in  operating,
investing and financing activities), nor should it be considered as an indicator
of the Company's overall financial performance. Also, the EBITDA definition used
herein may not be  comparable  to similarly  titled  measures  reported by other
companies.

The  consolidated  indebtedness  of the  Company  increased  slightly  to $167.5
million at December  30, 2000 as compared to $164.1  million at January 1, 2000.
Stockholders'  equity was $14.2 million on December 30, 2000 as compared to $6.0
million on January 1, 2000.  As of December 30,  2000,  the Company is currently
permitted to pay dividends in an amount up to approximately $5.4 million

The Company  currently  does not expect to spend more than $4.0  million  during
2001 on capital  expenditures,  but the Company may purchase certain assets used
in its business instead of leasing them due to economic conditions.

The Company expended  approximately  $260,000 in fiscal 2000 and does not expect
to expend more than $664,000 in fiscal 2001 in connection with the environmental
remediation of certain presently owned or divested  properties.  At December 30,
2000,  the  Company  has  reserved   $664,000  for  those  known   environmental
liabilities.  The Company intends to finance the remediation  through internally
generated cash flow or borrowings. Management believes that should the Company

                                       13
<PAGE>

become  liable  as a  result  of  any  adverse  determination  of any  legal  or
governmental  proceeding in a material amount beyond the expected  expenditures,
it could have an adverse effect on the Company's liquidity position.

Under the terms of the Company's revolving bank credit facility,  the Company is
required to meet certain  financial tests,  including  minimum interest coverage
ratios.  As of  December  30,  2000,  the  Company  was in  compliance  with its
covenants.

On  October  25,  2000 the  Company  announced  plans for a  100,000-square-foot
expansion of the White Rose Frozen Food distribution  facility in Carteret,  New
Jersey which should be ready for occupancy in the first fiscal  quarter of 2002.
Additional rent is expected to cost the Company  approximately  $1.1 million per
year which should not be material to the Company's liquidity, in part because of
expected increases in warehouse efficiencies and productivity.

From time to time when the Company considered market conditions attractive,  the
Company has purchased on the open market a portion of its public debt and may in
the future purchase and retire a portion of its outstanding public debt.

As a way of enhancing  shareholder  value and providing the Company's  employees
with the  benefit  of  ownership  in the  Company,  the Board of  Directors  has
authorized management to evaluate a leveraged Employee Stock Ownership Plan.



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
2000's average outstanding bank debt, a 100 basis point change in interest rates
would change interest expense by approximately $53,000. For fixed rate debt such
as the Company's $155 million 10% senior notes, interest rate changes effect the
fair market value of the notes but do not impact earnings or cash flows.

The Company does not presently use financial  derivative  instruments  to manage
its interest  costs. At this moment,  the Company has no foreign  exchange risks
and only minimal  commodity risk with respect to  commodities  such as fuel oil,
natural gas and electricity  although changes in the marketplace for energy make
bring added risk which the Company cannot quantify at this time.


                                       14
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
                                                                            Page

Financial Statements

Consolidated Financial Statements of Di Giorgio Corporation and Subsidiaries

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

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

Consolidated Balance Sheets as of January 1, 2000 and December 30, 2000....  F-3

Consolidated Statements of Operations for each of the
 three years in the period ended December 30, 2000.........................  F-4

Consolidated Statements of Changes in Stockholders'
 Equity (Deficiency) for each of the three years in the period
 ended December 30, 2000...................................................  F-5

Consolidated Statements of Cash Flows for each of
 the three years in the period ended December 30, 2000.....................  F-6

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



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


Not Applicable.


                                       15
<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

Richard B. Neff (2) (3)         52      Co-Chairman of the Board of Directors
                                        and Chief Executive officer

Stephen R. Bokser               58      Co-Chairman of the Board of Directors,
                                        President, and Chief Operating Officer

Jerold E. Glassman (2) (3)      65      Director

Emil W. Solimine (2)            56      Director

Charles C. Carella (1)          67      Director

Jane Scaccetti (1)              46      Director

Earle I. Mack (3)               62      Director

Joseph R. DeSimone              61      Senior Vice President Distribution

Robert A. Zorn                  46      Executive Vice President-Finance and
                                        Treasurer

Lawrence S. Grossman            39      Senior Vice President and Chief
                                        Financial Officer

Harlan Levine                   39      Vice President, General Counsel and
                                        Secretary

George Conklin                  40      Vice President of Logistics

Joseph Fantozzi                 39      Senior Vice President and General
                                        Manager- White Rose Dairy Division of
                                        Di Giorgio

John Annetta                    49      Senior Vice President and General
                                        Manager- White Rose Frozen Division of
                                        Di Giorgio

--------------------------------------------------------------------------------
(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.

                                       16
<PAGE>

Mr. Neff has been  Co-Chairman and Chief  Executive  Officer of Di Giorgio since
October  2000.  For the five years prior to October  2000,  he was Di  Giorgio's
Executive Vice President and Chief Financial Officer.  He has been a Director of
Di Giorgio  since 1990.  He is also a Director of Ryan Beck & Co., an investment
banking concern and Bruno's Inc., a supermarket operator.

Mr. Bokser has been  Co-Chairman,  President,  and Chief Operating Officer of Di
Giorgio since October 2000.  For the five years prior to October 2000, he was Di
Giorgio's  Executive  Vice  President  and  President  of the  White  Rose  Food
division.  He has been a Director of Di Giorgio since 1990. Mr. Bokser is also a
director  of  Foodtown,  a  supermarket  cooperative,   Western  Beef,  Inc.,  a
supermarket retailer, and Maimonides Hospital in Brooklyn, NY.

Mr. Glassman has been a Director of Di Giorgio since 1990.  Since prior to 1996,
Mr. Glassman has been Managing Partner of Grotta, Glassman & Hoffman, a law firm
which has its primary  office in Roseland,  New Jersey.  Mr.  Glassman is also a
director of DBT Online, Inc. and Essex Valley Healthcare, Inc.

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
1996.

Mr.  Carella  became a Director of Di Giorgio in 1995.  Since prior to 1996, Mr.
Carella has been a Partner of Carella, Byrne, Bain, Gilfillan, Cecchi, Stewart &
Olstein.  Mr.  Carella  is a  member  of the  Board  of  Administrations  of the
Archdiocese  of Newark and the Board of  Trustees of Fordham  University.  He is
also a director of the Cancer Institute of New Jersey.

Ms. Scaccetti has been a Director of Di Giorgio since 1996. Since prior to 1996,
she has been a shareholder  of Drucker & Scaccetti,  P.C. She is also a director
of  Nutrition   Management  Services  Company,   Temple  University  and  Temple
University Health Systems, and Firekey, Inc. Ms. Scaccetti is a certified public
accountant.

Mr. Mack is Senior Partner of the Mack Company. In October 2000, Mr. Mack became
a  Director  of Di  Giorgio.  He has  been a  Partner  of the  Mack  Company,  a
commercial real estate  enterprise,  since prior to 1996. He is also a member of
the Board of Directors of Mack-Cali Realty Corporation.

Mr. DeSimone has been Senior Vice President of Distribution since prior to 1996.

Mr. Zorn has been Executive Vice President-Finance  since 2001.  Previously,  he
held the position of Senior Vice  President  and  Treasurer of Di Giorgio  since
prior to 1996.

Mr.  Grossman has been Senior Vice President and Chief  Financial  Officer since
2001. Previously,  he held the position of Vice  President-Corporate  Controller
since prior to 1996. Mr. Grossman is a certified public accountant.

Mr. Levine has been Vice President and General  Counsel of Di Giorgio since June
2000. Previously he held the position of Division Counsel since prior to 1996.

Mr. Conklin has been Vice President of Logistics since 1996.

                                       17
<PAGE>

Mr.  Fantozzi has been Senior Vice  President  and General  Manager of the White
Rose Dairy division of Di Giorgio since 2001. Previously he held the position of
Vice  President  and  General  Manager of the White Rose  Dairy  division  of Di
Giorgio since prior to 1996.

Mr. Annetta has been Senior Vice President and General Manager of the White Rose
Frozen  division of Di Giorgio  since 2001.  Previously  he held the position of
Vice  President  and  General  Manager of the White Rose  Frozen  division of Di
Giorgio since prior to 1996.


                                       18
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION.

Compensation

The following table sets forth  compensation paid or accrued to both individuals
who served as Chief Executive  Officer during the year and each of the four most
highly  compensated  executive  officers of Di Giorgio whose cash  compensation,
including  bonuses and deferred  compensation,  exceeded  $100,000 for the three
fiscal years ended December 30, 2000.

<TABLE>
<CAPTION>
                                                                       Other Annual   All Other
   Name and Principal Position               Year   Salary     Bonus   Compensation  Compensation
   ---------------------------               ----   ------     ------  ------------  ------------
                                                                             (2)
<S>                                          <C>    <C>           <C>        <C>       <C>
   Arthur M. Goldberg,                       2000   $347,000      --         --        --
   Chairman of the Board, President and      1999   $400,000      --         --        --
   Chief Executive Officer (1)               1998   $400,000      --         --        --

   Richard B. Neff,                          2000   $372,500   $470,000   $56,411   $2,550(3)
   Co-Chairman of the Board of Directors     1999   $325,000   $535,000      --     $2,400(3)
   and Chief Executive Officer               1998   $325,000   $475,000      --     $2,400(3)

   Stephen R. Bokser,                        2000   $379,808   $450,000   $56,411   $2,550(3)
   Co-Chairman of the Board of Directors,    1999   $325,000   $515,000      --     $2,400(3)
   President, and Chief Operating Officer    1998   $325,000   $300,000      --     $2,400(3)

   Robert A. Zorn,                           2000   $245,600   $40,000       --     $2,550(3)
   Executive Vice President-Finance and      1999   $230,600   $35,000       --     $2,400(3)
   Treasurer                                 1998   $220,600   $30,000       --     $2,400(3)

   Joseph R. DeSimone                        2000   $189,800   $32,000       --     $2,550(3)
   Senior Vice President                     1999   $180,300   $30,000       --     $2,400(3)
   Distribution                              1998   $171,800   $26,000       --     $2,400(3)

   Joseph Fantozzi                           2000   $174,000   $63,000       --     $2,550(3)
   Senior Vice President and General         1999   $157,000   $60,000       --     $2,400(3)
   Manager of White Rose Dairy Division      1998   $140,000   $52,000       --     $2,400(3)
</TABLE>

(1)  Mr. Goldberg served as Chairman of the Board, President and Chief Executive
     Officer until his death in October 2000.

(2)  Other annual compensation  consists of interest and principal payments on a
     loan  payable,  grossed up for taxes,  which was used to  purchase  Company
     stock. The loan bears interest at 9.5% and is payable over 5 years. 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 1998, 1999, and 2000

                                       19
<PAGE>

     are not described  herein  because the  incremental  cost to the Company of
     such benefits is below the  Securities and Exchange  Commission  disclosure
     threshold.

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



Employment Agreements

The Company is a party to an Agreement with Mr. Neff which runs through April 1,
2005.  Currently,  Mr. Neff is entitled to receive an annual  salary of $390,000
pursuant  to the  Agreement.  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 and determined  pursuant to a formula.  In the
event of his death or  disability,  Mr.  Neff or his estate  will be entitled to
continue to receive  compensation  and employee  benefits for one year following
such event and in certain circumstances will receive Additional Compensation.

The Company is a party to an Agreement  with Mr. Bokser which runs through April
1, 2005.  Currently,  Mr.  Bokser is  entitled  to  receive an annual  salary of
$400,000  pursuant to the  Agreement.  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 and determined pursuant to a
formula. In the event of his death or disability,  Mr. Bokser or his estate will
be entitled to continue to receive  compensation  and employee  benefits for one
year following such event and in certain  circumstances  will receive Additional
Compensation.

The Company is a party to an  agreement  with Mr. Zorn which  provides  that six
months notice be given by either party to terminate his  employment.  Currently,
Mr.  Zorn is entitled to receive an annual  salary of  $260,600,  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.


                                       20
<PAGE>


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

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

A  participant  earns a  nonforfeitable  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.  Neff,
$28,191;  Mr. Bokser $95,246;  Mr. Zorn,  $17,820;  Mr. De Simone,  $21,611;  Mr
Fantozzi, $27,667.

Retirement Savings Plan

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

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

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

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

                                       21
<PAGE>

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.


Compensation of Directors

Directors  of the  Company  who are  not  employees  of the  Company  receive  a
quarterly  retainer  of $6,250  plus fees of $2,000  per day for  attendance  at
meetings of the Board of Directors and $1,000 for Committee meetings.



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

Rose Partners,  LP owns a majority  (98.54%) of the common stock of the Company.
Rose  Partners,  LP has  informed  the Company that Mr. Neff is the sole general
partner of Rose  Partners,  LP. In  addition,  Mr.  Neff owns .73% of the common
stock  of the  Company  and Mr.  Bokser  owns  .73% of the  common  stock of the
Company.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Mr. Bokser is a director of Western Beef,  Inc. In fiscal 2000, the Company sold
various food products to Western Beef, Inc. in the amount of $45.9 million.

The Company  employs Grotta,  Glassman & Hoffman,  a law firm in which Jerold E.
Glassman,  a director of the  Company,  is a partner,  for legal  services on an
on-going basis. The Company paid  approximately  $121,000 to the firm for fiscal
2000.

The Company  employs Emar Group,  Inc.  ("Emar  Group"),  a risk  management and
insurance  brokerage company  controlled by Emil W. Solimine,  a director of the
Company, for risk management and insurance brokerage services.  The Company paid
Emar Group approximately $150,000 in fiscal 2000 for such services and purchased
insurance with premiums of $1.5 million through Emar.

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

In April 2000, the Company loaned each of Messrs. Neff and Bokser $185,000 to be
used by each of them to  purchase  .57195  shares of Class A Di  Giorgio  common
stock and  .56285  shares of Class B Di  Giorgio  common  stock  from a minority
shareholder  of the Company.  The loans bear interest at 9.5 % per annum and are
due five (5) years from the date of the loan. On January 31, 2001,  $162,510 was
outstanding on each loan.


                                       22
<PAGE>


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

a.   Documents filed as part of this report.

     1.   Financial Statements

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

          Consolidated Balance Sheets as of
          January 1, 2000 and December 30, 2000............................. F-3

          Consolidated Statements of Operations for each of the
          three years in the period ended December 30, 2000................. F-4

          Consolidated Statements of Changes in Stockholders'
          Equity (Deficiency) for each of the three years in the period
          Ended December 30, 2000........................................... F-5

          Consolidated Statements of Cash Flows for each of
          the three years in the period ended December 30, 2000............. F-6

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

     2.   Financial Statement Schedule

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

     3.   Exhibits

          A.   Exhibits

          Exhibit No.                Exhibit

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

          3.1(2)    - Restated Certificate of Incorporation.

          3.2(2)    - Bylaws.

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

          10.1(11)+ - Second Amended and Restated Employment Agreement effective
                    as of April 1, 2000 between the Company and Richard B. Neff.

                                       23
<PAGE>

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

          10.3(11)+ - Third Amended and Restated Employment  Agreement effective
                    as of April 1, 2000  between  the  Company  and  Stephen  R.
                    Bokser

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

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

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

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

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

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

          10.10(9)  - Lease between AMAX Realty Development, Inc. and V. Paulius
                    and Associates and the Company dated November 26, 1997 for a
                    frozen food warehouse facility at Carteret, New Jersey.

          10.11(9)  -  Third  Amendment,  dated  as of  November  26,  1997,  to
                    Carteret  grocery  warehouse  lease dated as of February 11,
                    1994.

          10.13(10) - Restated  Credit  Agreement  dated as of November 15, 1999
                    among Di Giorgio  Corporation  as  Borrower,  the  financial
                    institutions thereto, as Lenders, BT Commercial Corporation,
                    as Agent for the Lenders,  and Deutsche Bank AG New York, as
                    Issuing Bank.

          21(12)    - 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

                                       24
<PAGE>

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

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

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

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

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

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

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

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

(10)  Incorporated by reference to the Company's  Annual Report on Form 10-K for
      the year ended January 1, 2000 (File 1-1790).

(11) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     for the quarter ended April 1, 2000 (File 1-1790).

(12) 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.


                                       25
<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 26th day of
February, 2001.

DI GIORGIO CORPORATION                      DI GIORGIO CORPORATION



By:  /s/ Stephen R. Bokser                           By:  /s/ Richard B. Neff
    --------------------------------                     -----------------------
Stephen R. Bokser                                    Richard B. Neff
Co-Chairman, President,                              Co-Chairman and Chief
  And Chief Operating Officer                          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/ Jerold E. Glassman            Director                    February 26,2001
---------------------------
Jerold E. Glassman

 /s/ Emil W. Solimine              Director                    February 26, 2001
---------------------------
Emil W. Solimine

 /s/ Charles C. Carella            Director                    February 26, 2001
---------------------------
Charles C. Carella

 /s/ Jane Scaccetti                Director                    February 26, 2001
---------------------------
Jane Scaccetti

 /s/ Earle I. Mack                 Director                    February 26, 2001
---------------------------
Earl I. Mack

 /s/ Lawrence S. Grossman          Senior Vice President and   February 26, 2001
-------------------------          Chief Financial Officer
Lawrence S. Grossman               (Principal Financial &
                                   Accounting Officer)


                                       26
<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  DECEMBER
  30, 2000:

   Consolidated Balance Sheets                                              F-3

   Consolidated Statements of Income                                        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 December 30, 2000 and January
1, 2000, and the related consolidated statements of income, stockholders' equity
(deficiency)  and cash  flows for each of the three  years in the  period  ended
December 30, 2000.  Our audits also  included the financial  statement  schedule
listed in the Index at Item 14(a)(2).  These financial  statements and financial
statement  schedule are the  responsibility  of the  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects, the consolidated financial position of Di Giorgio Corporation
and  Subsidiaries  at December 30, 2000 and January 1, 2000,  and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 30, 2000 in  conformity  with  accounting  principles  generally
accepted in the United States of America.  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


New York, New York
February 16, 2001


                                       F-2
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS JANUARY 1, 2000 AND DECEMBER 30, 2000 (in thousands,
except share data)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        January 1,    December 30,
ASSETS                                                                    2000           2000
<S>                                                                    <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents                                               $ 988        $ 1,744
  Accounts and notes receivable - Net                                    88,845         92,748
  Inventories                                                            61,546         64,687
  Deferred income taxes                                                   7,655          3,973
  Prepaid expenses                                                        2,633          3,727
                                                                          -----          -----
           Total current assets                                         161,667        166,879

PROPERTY, PLANT AND EQUIPMENT - Net                                      10,238         10,339

NOTES RECEIVABLE                                                         11,386         15,034

DEFERRED FINANCING COSTS                                                  4,652          3,922

OTHER ASSETS                                                             11,719         22,308

EXCESS OF COST OVER NET ASSETS ACQUIRED - Net                            73,744         71,319
                                                                         ------         ------
TOTAL ASSETS                                                           $273,406       $289,801
                                                                       ========       ========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Revolving credit facility                                             $ 6,782       $ 10,410
  Current installment - capital lease liability                             167             63
  Accounts payable - trade                                               72,410         74,663
  Accrued expenses                                                       25,911         25,505
                                                                         ------         ------
           Total current liabilities                                    105,270        110,641

LONG-TERM DEBT                                                          155,000        155,000

CAPITAL LEASE LIABILITY                                                   2,120          2,058

OTHER LONG-TERM LIABILITIES                                               5,048          7,895

STOCKHOLDERS' EQUITY:
  Common stock, Class A, $.01 par value - authorized, 1,000 shares;
     issued and outstanding, 78.116 shares                                    -              -
  Common stock, Class B, $.01 par value, non voting - authorized,
    1,000 shares; issued and outstanding, 76.869 shares                       -              -
  Additional paid-in capital                                              8,002          8,002
(Accumulated deficit) retained earnings                                  (2,034)         6,205
                                                                         ------          -----
            Total stockholders' equity                                    5,968         14,207
                                                                          -----         ------
TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                                               $273,406       $289,801
                                                                       ========       ========
</TABLE>


See notes to consolidated financial statements.


                                       F-3
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 30, 2000
(in thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   January 2,     January 1,     December 30,
                                                      1999           2000           2000
<S>                                                <C>            <C>            <C>
REVENUE:
  Net sales                                        $ 1,189,296    $ 1,406,094    $ 1,488,062
  Other revenue                                          7,637          7,733          7,336
                                                   -----------    -----------    -----------
           Total revenue                             1,196,933      1,413,827      1,495,398

COST OF PRODUCTS SOLD                                1,074,994      1,274,856      1,350,402
                                                   -----------    -----------    -----------

           Gross profit - exclusive of warehouse
             expense shown separately below            121,939        138,971        144,996

OPERATING EXPENSES:
  Warehouse expense                                     49,440         51,865         52,233
  Transportation expense                                24,719         26,607         28,387
  Selling, general and administrative expenses          22,760         25,834         29,443
  Facility integration and abandonment expense           4,173           --             --
  Amortization - excess of cost over net assets
     acquired                                            2,460          2,425          2,425
                                                   -----------    -----------    -----------
OPERATING INCOME                                        18,387         32,240         32,508

INTEREST EXPENSE                                        18,170         16,679         16,028

AMORTIZATION - Deferred financing costs                    721            764            730

OTHER INCOME - Net                                      (9,534)        (2,744)        (3,517)
                                                   -----------    -----------    -----------

INCOME BEFORE INCOME TAXES
    AND EXTRAORDINARY ITEM                               9,030         17,541         19,267

PROVISION FOR INCOME TAXES                               4,449          7,872          8,528
                                                   -----------    -----------    -----------
INCOME BEFORE EXTRAORDINARY
    ITEM                                                 4,581          9,669         10,739

EXTRAORDINARY ITEM:
  Loss on extinguishment of debt - net of tax             (201)          --             --
                                                   -----------    -----------    -----------
NET INCOME                                         $     4,380    $     9,669    $    10,739
                                                   ===========    ===========    ===========
</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 DECEMBER 30, 2000
(in thousands, except share data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                   Class A             Class B          Additional
                                Common Stock        Common Stock         Paid-in    Accumulated
                              Shares    Amount    Shares    Amount       Capital      Deficit       Total
<S>                          <C>          <C>     <C>           <C>       <C>         <C>           <C>
BALANCES,
  DECEMBER 27, 1997          101.622     $ -      100.000     $ -        $13,002     $(16,083)    $ (3,081)

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

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

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

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

BALANCES,
  JANUARY  1, 2000            78.116     $ -       76.869     $ -        $ 8,002     $ (2,034)    $  5,968

  Net income                       -       -            -       -             -        10,739       10,739

   Dividend                        -       -            -       -             -        (2,500)    $ (2,500)
                                  --      --           --      --            --       --------    --------

BALANCES,
  DECEMBER 30, 2000           78.116     $ -       76.869     $ -        $ 8,002     $  6,205     $ 14,207
                              ======     ====      ======     ====        ======     ========     ========
</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 DECEMBER 30, 2000
(in thousands)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                January 2,   January 1,   December 30,
                                                                   1999        2000         2000
<S>                                                              <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                     $  4,380    $  9,669    $ 10,739
  Adjustments to reconcile net income to net
    cash provided by operations:
    Extraordinary loss on extinguishment of
      debt - net of tax                                               201        --          --
    Depreciation and amortization                                   2,488       1,502       2,186
    Amortization of deferred financing costs                          721         764         730
    Amortization of excess of cost over net assets acquired         2,460       2,425       2,425
    Other amortization                                              2,188       2,153       2,000
    Provision for doubtful accounts                                   825         700         700
    Non-cash increase in prepaid pension cost                        (297)       (389)       (331)
    Deferred taxes                                                  4,155       7,415       8,236
    Impairment loss on leasehold improvements                       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                             (12,122)     (6,533)     (4,603)
        Inventories                                                (4,361)     (1,064)     (3,141)
        Prepaid expenses                                           (6,104)        422      (1,094)
        Other assets                                                5,896        (207)    (12,258)
        Long-term receivables                                      (4,416)        458      (3,648)
      Increase (decrease) in:
        Accounts payable                                           12,717         794       2,253
        Accrued expenses and other liabilities                     (1,000)        367      (2,112)
                                                                 --------    --------    --------
           Net cash provided by operating activities               11,476      18,476       2,082
                                                                 --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment                       (2,990)     (3,408)     (2,287)
  Net proceeds from Garden City facility sale                      13,721        --          --
                                                                 --------    --------    --------
              Net cash provided by (used in)
                investing activities                               10,731      (3,408)     (2,287)
                                                                 --------    --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  (Repayments) borrowings from revolving
    credit facility - net                                             959     (13,846)      3,628
  Premiums on completed tender offers                                (335)       --          --
  Finance fees paid                                                  --          (481)       --
  Repayments of debt                                              (19,603)       --          --
  Stock repurchase                                                 (5,000)       --          --
  Dividend to stockholders                                           --          --        (2,500)
  Repayments of capital lease obligations                            (195)       (212)       (167)
                                                                 --------    --------    --------

           Net cash (used in) provided by financing activities    (24,174)    (14,539)        961
                                                                 --------    --------    --------
</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 DECEMBER 30, 2000
(in thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 January 2,  January 1,  December 30,
                                                                   1999        2000         2000

<S>                                                              <C>         <C>         <C>
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                               $ (1,967)   $    529    $    756

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                                 2,426         459         988
                                                                 --------    --------    --------
 CASH AND CASH EQUIVALENTS,  END OF YEAR                         $    459    $    988    $  1,744
                                                                 ========    ========    ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid during the period:
    Interest                                                     $ 18,322    $ 16,855    $ 16,079
                                                                 ========    ========    ========

    Income taxes                                                 $    107    $    423    $  1,158
                                                                 ========    ========    ========

SUPPLEMENTAL SCHEDULE OF NONCASH
  FINANCING ACTIVITIES:

  Settlement of note payable                                     $  4,639    $   --      $   --
                                                                 ========    ========    ========
</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 DECEMBER 30, 2000
--------------------------------------------------------------------------------


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

     Notes Receivable - The Company  periodically  provides financial assistance
     to independent retailers by providing (i) financing for the purchase of new
     locations;  (ii)  financing  for the  purchase  of  inventories  and  store
     fixtures,  equipment and leasehold  improvements;  (iii)  extended  payment
     terms for initial  inventories;  and/or (iv) working capital  requirements.
     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  December  30,  2000,  the  Company's
     customer  financing  portfolio  had an aggregate  balance of  approximately
     $22.4 million.  The portfolio  consisted of  approximately  75 loans with a
     range of $4,000 to $4.2 million.

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

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

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

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

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

                                       F-8
<PAGE>

     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.

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

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

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

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

     Revenue Recognition - The Company recognizes revenue upon shipment of goods
     to the customer for net sales and upon the  provision of services for other
     revenues.

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

     Segment  Reporting - Given the  similar  economic  characteristics  and the
     similarities as to the nature of products and services, types of customers,
     and methods used to  distribute  products,  the Company  qualifies  for the
     aggregation rules of Statement of Financial  Accounting  Standards ("SFAS")
     No.  131,   Disclosures   About  Segments  of  an  Enterprise  and  Related
     Information and therefore operates in one reportable segment.

     Fiscal Year - The  Company's  fiscal  year-end is the  Saturday  closest to
     December 31. The consolidated financial statements are comprised of 52, 52,
     and 53 weeks for the periods ended  December 30, 2000,  January 1, 2000 and
     January 2, 1999, respectively.

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

     New  Accounting  Pronouncements  - In June  1998 the  Financial  Accounting
     Standards  Board  ("FASB")  issued SFAS No. 133,  Accounting for Derivative
     Instruments and Hedging Activities.  This Statement establishes  accounting
     and  reporting  standards  for  derivative   instruments  and  for  hedging
     activities and requires that an entity  recognize all derivatives as either
     assets or  liabilities  in the statement of financial  position and measure
     those instruments at fair value. In June 1999 the FASB issued SFAS No. 137,
     which deferred the effective date of SFAS No. 133 to fiscal years beginning
     after June 15,  2000.  In June 2000,  the FASB issued  SFAS No. 138,  which
     amends the accounting and reporting standards of Statement 133 for certain

                                       F-9
<PAGE>

     derivative instruments and certain hedging activities. The Company believes
     that  the  adoption  of  the  new  method  of  accounting   for  derivative
     instruments  and hedging  activities will not have a material impact on the
     Company's financial position.

2.   ACCOUNTS AND NOTES RECEIVABLE

     Accounts and notes receivable consist of the following:

                                                   January 1,      December 30,
                                                      2000             2000
                                                          (in thousands)

     Accounts receivable                           $ 71,349           $ 77,454
     Notes receivable                                 6,897              7,652
     Other receivables                               15,328             12,680
     Less allowance for doubtful accounts            (4,729)            (5,038)
                                                   --------           --------
                                                   $ 88,845           $ 92,748
                                                   ========           ========




3.   PROPERTY, PLANT AND EQUIPMENT

     Property and equipment consist of the following:

                                    Estimated
                                     Useful Life    January 1,     December 30,
                                       in Years        2000            2000
                                                         (in thousands)

     Land                                 --       $    900           $   900
     Buildings and improvements             10        4,028             3,446
     Machinery and equipment              3-10       13,180            15,887
     Less accumulated depreciation                  (10,400)          (12,267)
                                                   --------           -------
                                                      7,708             7,966
                                                   --------           -------

Capital leases:
     Building and improvements                        3,117              3,117
     Equipment                                          370                370
     Less accumulated amortization                     (957)            (1,114)
                                                   --------           --------
                                                      2,530              2,373
                                                   --------           --------
                                                   $ 10,238           $ 10,339
                                                   ========           ========


     Depreciation  expense was approximately  $2,488,  $1,502 and $2,186 for the
     years  ended  January  2,  1999,  January 1, 2000 and  December  30,  2000,
     respectively.  Included in that amount is approximately $182, $182 and $157
     of amortization of assets under capital leases.

                                      F-10
<PAGE>

     Frozen  Facility  - In  1997,  the  Company  acquired,  from a  third-party
     landlord,  land and a building  in Garden City for  consideration  of $10.6
     million,  which it previously  leased and accounted for as a capital lease.
     On April 1, 1998, the Company sold that facility to another third-party for
     $14.5  million and entered into a lease back for a two-year  period with an
     option  to  extend  the  lease for an  additional  five-year  period.  This
     transaction  resulted in a gain, which was to be amortized over the initial
     lease period. The Company believed the frozen foods  distribution  business
     would be integrated into its other location and this facility would be used
     for a cold storage operation. Those plans did not materialize, which caused
     the Company to conclude, in the fourth quarter of fiscal 1998, that it made
     more  economic  sense  to  abandon  the  facility  in 1999.  In  connection
     therewith, the Company recorded an expense of approximately $4.2 million as
     follows (i) $4.1  million  relating  to the  impairment  of the  long-lived
     assets based on cash flow analyses,  (ii) $2.2 million of cash  commitments
     subsequent to date of abandonment, (iii) $400,000 of facilities integration
     costs, (iv) $600,000 of exit costs, and net of (v) $3.1 million gain on the
     sale of the facility.  The $4.1 million of long-lived  assets was comprised
     mainly of leasehold  improvements,  which were  abandoned  when the Company
     ceased  operations  of the facility in May,  1999.  Expenses of $428,000 in
     excess of the  remaining  reserve of $359,000  were  included in  warehouse
     expense in fiscal 2000.


4.   EXCESS OF COST OVER NET ASSETS ACQUIRED

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

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

     As of January 1, 2000 and December 30, 2000,  accumulated  amortization  of
     excess  costs  over net  assets  acquired  for the above  acquisitions  was
     approximately $26.2 million and $28.7 million, respectively.

5.   FINANCING

     Debt consists of the following:

                                  Interest Rate
                                  at December 30,  January 1,     December 30,
                                       2000          2000             2000
                                                         (in thousands)

     Revolving credit facility (a)     9.50 %        $  6,782         $ 10,410
                                                     ========         ========

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


     (a)  Revolving Credit Facility - As of August 1, 1999, borrowings under the
          $90 million  credit  facility  bore  interest at the lead bank's prime
          rate or the adjusted  Eurodollar  rate plus 1.625%.  The interest rate
          shown is the bank prime rate.  Given the low amount of borrowing,  the
          Company elected not to use the Eurodollar option. The average interest
          rate for 2000 was 9.03%.  The  facility is scheduled to mature on June
          30, 2004.

                                      F-11
<PAGE>

          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 receivables and 60% of eligible inventory. As of December 30,
          2000,  the Company had an additional  $71.8 million of borrowing  base
          availability.

          The borrowings  under the revolving credit facility are secured by the
          Company's inventory and accounts receivable.  Among other matters, the
          revolving  credit  facility  contains  certain  restrictive  covenants
          relating to interest  coverage and capital  expenditures.  The Company
          was in compliance with the covenants as of December 30, 2000.

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

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

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


6.   FAIR VALUE OF FINANCIAL INSTRUMENTS

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

                                        January 1, 2000       December 30, 2000
                                       Carrying    Fair      Carrying     Fair
                                        Amount     Value      Amount     Value
                                                  (in thousands)
     Debt:
       Revolving credit facility       $  6,782   $  6,782   $ 10,410   $ 10,410
       10% senior notes                 155,000    142,600    155,000    129,813
     Accounts and notes receivable -
       current                           88,845     88,845     92,748     92,748
     Notes receivable - long-term        11,386     11,386     15,034     15,034


     The fair value of the 10% senior  notes as of January 1, 2000 and  December
     30,  2000 are  based on trade  prices  of 92.00  and  83.75,  respectively,
     representing  yields  of 11.6%  (as of  January  1,  2000) and 12.3% (as of
     December 30, 2000),  respectively.  Based on the borrowing  rate  currently
     available  to the  Company,  the book or  carrying  value of the  revolving
     credit facility is considered to be equivalent to its fair value.

                                      F-12
<PAGE>

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

7.   ACCRUED EXPENSES

     Accrued expenses consist of the following:

                                                  January 1,       December 30,
                                                    2000              2000
                                                        (in thousands)

     Legal and environmental                       $ 2,403            $ 1,828
     Interest                                          690                639
     Employee benefits                               8,937              9,105
     Due to vendors/customers                        8,028              8,462
     Other                                           5,853              5,471
                                                   -------            -------
                                                   $25,911            $25,505
                                                   =======            =======



8.   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, corporate bonds, money market funds, and other investments.

     The following table provides information for the Pension Plan:

                                                   January 1,       December 30,
                                                     2000              2000
                                                         (in thousands)

     Change in benefit obligation:
       Benefit obligation at beginning of year     $ 50,115           $ 44,739
       Service cost                                     714                644
       Interest cost                                  3,247              3,427
       Actuarial (gain) loss                         (5,770)             1,178
       Benefits paid                                 (3,567)            (3,676)
                                                   --------           --------
     Benefit obligation at end of year             $ 44,739           $ 46,312
                                                   ========           ========


                                      F-13
<PAGE>

                                                         January 1, December 30,
                                                           2000        2000
                                                             (in thousands)

Change in plan assets:
       Fair value of plan assets at beginning of year      $ 51,167    $ 48,316
       Actual return on plan assets                             716       2,672
       Benefit payments                                      (3,567)     (3,676)
       Contributions from plan sponsor                         --         7,000
                                                           --------    --------
     Fair value of plan assets at end of year              $ 48,316    $ 54,312
                                                           ========    ========

     Reconciliation of funded status:
       Funded status (fair value of plan assets less
       benefit obligation)                                 $  3,577    $  8,000
       Unrecognized net actuarial gain                        6,050       9,082
       Unrecognized prior service cost                          122         108
                                                           --------    --------
     Prepaid benefit cost                                  $  9,749    $ 17,190
                                                           ========    ========



     Net pension cost includes the following components:

                                          January 2,   January 1,   December 30,
                                             1999          2000         2000


     Service cost                           $   668      $   714      $   644
     Interest cost                            3,374        3,247        3,427
     Expected return on plan assets          (4,467)      (4,489)      (4,526)
     Amortization of prior service cost          14           14           14
     Recognized actuarial loss                   44           42         --
                                            -------      -------      -------
                                            $  (367)     $  (472)     $  (441)
                                            =======      =======      =======




     For the fiscal  years ended  January 2, 1999,  January 1, 2000 and December
     30, 2000, the following actuarial assumptions were used:

                                           January 2,   January 1,  December 30,
                                             1999           2000        2000

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


                                      F-14
<PAGE>


     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)

     January 2, 1999                                                  $1,012
     January 1, 2000                                                     991
     December 30, 2000                                                 1,109



     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)

     January 2, 1999                                                  $197
     January 1, 2000                                                   199
     December 30, 2000                                                 230




9.   OTHER LONG-TERM LIABILITIES

     Other long-term liabilities consist of the following:

                                                  January 1,      December 30,
                                                     2000             2000
                                                        (in thousands)

     Employee benefits                             $1,413             $  887
     Deferred income tax liability                  1,724              6,278
     Legal                                          1,460               --
     Environmental and other                          451                730
                                                   ------             ------
                                                   $5,048             $7,895
                                                   ======             ======


10.  COMMITMENTS AND CONTINGENCIES

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

                                      F-15
<PAGE>

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

     The following is a schedule of net minimum lease  payments  required  under
     capital and operating leases in effect as of December 30, 2000:

                                                        Capital       Operating
     Fiscal Year Ending                                  Leases         Leases
                                                             (in thousands)

     2001                                                  $ 196         $ 8,987
     2002                                                    186           7,687
     2003                                                    186           6,639
     2004                                                    186           5,747
     2005                                                    186           5,464
     Thereafter                                            2,824          60,064
                                                          ------         ------
     Net minimum lease payments                            3,764        $ 94,588
                                                                        ========

     Less interest                                          1,643
                                                            -----

Present value of net minimum lease payments (including
  current Installments of $63)                            $ 2,121
                                                          =======


     Total rent expense included in operations was as follows:

     Year Ended                                                   (in thousands)

     January 2, 1999                                                  $12,300
     January 1, 2000                                                   12,272
     December 30, 2000                                                 12,064



     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  $5.1 million of standby letters of credit with a
     bank as of January 1, 2000 and December 30, 2000.

                                      F-16
<PAGE>

     Guaranty - The Company has issued certain guarantees in an aggregate amount
     of approximately $2.0 million.

     Employment  Agreements - The Company has employment agreements with two key
     executives which will expire in April 2005. In addition, one employee has a
     termination  agreement  that  provides for a six month notice to terminate.
     Under these  agreements,  combined  annual salaries of  approximately  $1.1
     million are expected to be paid in fiscal 2001. In addition, the executives
     are entitled to additional compensation upon occurrence of certain events.

11.  EQUITY

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

     As a result of restrictive  covenants  contained in the Indenture governing
     the  Company's  publicly  held  debt  as  well as  those  contained  in the
     revolving  credit  facility,  the  Company is  currently  permitted  to pay
     dividends  in an amount up to  approximately  $5.4  million at December 30,
     2000.

12.  OTHER INCOME - NET

     Other income consists of the following:

                                            January 2,  January 1,  December 30,
                                              1999        2000        2000
                                                     (in thousands)

     Interest income                          $2,092      $2,068      $2,532
     Net gain on disposal of assets               23          31          33
     Other - net (a)                           7,419         645         952
                                              ------      ------      ------
                                              $9,534      $2,744      $3,517
                                              ======      ======      ======



     (a)  In fiscal 1998,  the Company  entered  into an agreement  with a third
          party which  called for the Company to receive  consideration  of $7.2
          million  related to the  re-negotiation  of a contract to clarify past
          practices. The Company recognized the $7.2 million as follows:

                                                                 (in millions)

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


                                      F-17
<PAGE>


13.  INCOME TAXES

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

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


                                                        January 1,  December 30,
                                                           2000         2000
                                                              (in thousands)

Deferred tax assets:
       Allowance for doubtful accounts                      $ 1,889     $ 2,012
       Accrued expenses not deductible until paid             1,812         941
       Difference between book and tax basis of property      2,094         472
       Net tax operating loss carryforwards                   3,954       1,020
                                                            -------     -------
     Deferred tax assets                                      9,749       4,445
                                                            -------     -------
     Deferred tax liabilities:
       Pension asset valuation                               (3,818)     (6,750)
                                                            -------     -------
     Deferred tax liabilities                                (3,818)     (6,750)
                                                            -------     -------
     Net deferred tax assets (liabilities)                  $ 5,931     $(2,305)
                                                            =======     =======




     As of  December  30,  2000,  approximately  $715,000  of  Federal  net  tax
     operating loss carryforwards (which expire between the years 2017 and 2019)
     are  available.  As of  December  30,  2000,  the  Company  had current tax
     prepayments of approximately $943,000.

     The income tax provision consists of the following:

                                       January 2,    January 1,     December 30,
                                          1999          2000            2000
                                                   (in thousands)
     Current income tax                 $    294      $    457       $    292
     Deferred income tax                   4,155         7,415          8,236
                                        --------      --------       --------
                                        $  4,449      $  7,872       $  8,528
                                        ========      ========       ========

                                      F-18
<PAGE>


     A  reconciliation  of the  Company's  effective tax rate with the statutory
     Federal tax rate is as follows:
<TABLE>
<CAPTION>
                                                          January 2, January 1, December 30,
                                                             1999      2000        2000
                                                                  (in thousands)
<S>                                                         <C>       <C>       <C>
     Tax at statutory rate                                  $3,070    $5,964    $6,551

     State and local taxes - net of Federal benefit            636     1,165     1,234

     Permanent differences - amortization of excess cost
       over net assets acquired                                743       743       743
                                                            ------    ------    ------
                                                            $4,449    $7,872    $8,528
                                                            ======    ======    ======
</TABLE>


14.   RELATED PARTY TRANSACTIONS


     A  director  of  the  Company  is a  director  of a  customer.  During  the
     three-year  period ended  December 30, 2000, the Company sold various foods
     products in the amounts of $48.6 million,  $50.9 million and $45.9 million,
     respectively, to this customer.

     A director  of the  Company is a partner  in a firm  which  provides  legal
     services  to  the  Company  on  an  on-going   basis.   The  Company   paid
     approximately  $110,000,  $128,000 and  $121,000,  during each of the three
     years in the period ended December 30, 2000, respectively,  to the law firm
     for legal services.

     The  Company  employs  the  services  of a risk  management  and  insurance
     brokerage  firm which is controlled by a director of the Company.  Included
     in the  statement  of  operations  are fees  paid to the  related  party of
     $150,000 for each of the three years in the period ended December 30, 2000.
     The Company  purchased  insurance  with  premiums of $1.5 million from this
     insurance brokerage firm in fiscal 2000.

     The Company recorded income of $71,000, $64,000 and $65,000 for each of the
     three years in the period ended  December 30, 2000,  respectively,  from an
     affiliated entity of the former President of the Company in connection with
     the sharing of office facilities and administrative expenses.

     In April 2000,  the Company  loaned two  directors of the Company  $185,000
     each. The loans bear interest at 9.5% per annum and are due five years from
     the date of the loan. As of December 30, 2000,  $162,510 was outstanding on
     each loan.


15.   MAJOR CUSTOMERS

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

      During the year ended  January 1, 2000,  sales to the same two  individual
      customers  represented  25.9% and 15.0% of net  sales,  respectively,  and
      sales to a similar group of customers represented 14.0%.

      During the year ended December 30, 2000, sales to two individual customers
      represented 24.6% and 14.4% of net sales,  respectively,  and sales to the
      same similar group of customers represented 15.8%.



                                      F-19

                                     ******
<PAGE>
                                                                     SCHEDULE II
DIGIORGIO CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
--------------------------------------------------------------------------------


                      Column A      Column B  Column C   Column D     Column E

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

Allowance for doubtful accounts
 for the period ended:

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

January 1, 2000                  4,277         700       (248)(1)         4,729

December 30, 2000                4,729         700       (391)(1)         5,038

(1) Accounts written off during the year, net of recoveries.

                                      S-1