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 28, 2002

[ ] 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:

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

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

                                (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 March 3, 2003, 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," "we" or "us") is one of the largest
independent wholesale food distributors in the New York City metropolitan area,
which is one of the larger retail food markets in the United States. We serve
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.

In November 2002, we caused a preliminary prospectus for DG Foods Income Fund to
be filed in Canada (the "Canadian Deal") in connection with a proposed initial
public offering of units in the fund. On December 16, 2002 we announced a delay
in the offering until more favorable market conditions existed. We recorded $3.2
million in transaction related expenses in 2002 of which $2.7 million related to
the Canadian Deal. There can be no assurances that the Canadian Deal will be
completed. If the Canadian Deal is consummated, a portion of the proceeds of the
sale of units in the fund will be used to purchase 98.3536% of our equity and a
portion of the proceeds and other funds will be used to call our outstanding 10%
senior notes due 2007 ("Senior Notes") for redemption.

During 2002 we recorded revenue of $1,559.5 million, net income of $13.2 million
and EBITDA (as more fully described in the Management Discussion & Analysis
section) of $43.2 million as compared to revenue of $1,538.8 million, net income
of $12.1 million and EBITDA of $46.3 million in the prior year.


Products and Customer Support Services

General Products: We sell three primary product categories: grocery, frozen and
refrigerated products. Across these three product categories, we supply over
18,000 food and non-food items, comprised predominantly of brand name items. In
addition to our large selection of brand name products, we market our
well-recognized White Rose label consistently across all three categories of
products, as well as, private label products for certain of our customers. While
some customers purchase items from all three product categories, others purchase
items from only one or two product categories.

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

Customer Support Services: We offer a broad spectrum of retail support services,
including advertising, promotional and merchandising assistance, retail
operations counseling, computerized ordering services, technology support, an
insurance program, coupon redemption services and store layout and equipment
planning. Under our insurance program, we assist customers in obtaining
liability, crime, and property insurance. Our technology division distributes


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<PAGE>

and supports supermarket scanning and cash register equipment which is
compatible with our information systems. We also offer our customers store
engineering, sanitation and inspection services. We have a staff of retail
counselors who visit stores on a regular basis to advise store management
regarding their operations. Our larger independent and chain customers generally
provide their own retail support. Most of our customers utilize our computerized
order entry system, which allows them to place and confirm orders 24 hours a
day, 7 days a week.

We periodically extend financial assistance in the form of loans to independent
retailers by providing (i) financing for the purchase of new locations, (ii)
financing for the purchase of inventories, store fixtures, equipment, and
leasehold improvements, (iii) extended payment terms for initial inventories,
and/or (iv) financing for working capital requirements. The primary purpose of
those loans is to provide a means of continued growth for us by developing new
customer store locations and enlarging and remodeling existing stores of our
customers. Generally, customers receiving loans purchase the majority of their
grocery, frozen and refrigerated product inventory from us. Loans are usually
secured, interest-bearing obligations that are generally repayable over a period
of one to three years. As of December 28, 2002, our customer loan portfolio had
an aggregate balance of approximately $20.2 million. The portfolio consisted of
57 loans ranging in size up to approximately $6.0 million. In connection with
extending loans, we evaluate our relationship with and the creditworthiness of
the customer and seek to obtain adequate security. During the last three years,
we sold participations in some of these loans to commercial banks. In addition,
we periodically provide other financial assistance to our customers.

Markets and Customers

Our principal markets are all five boroughs of New York City, Long Island, New
Jersey and the greater Philadelphia area. We also have customers in upstate New
York, Puerto Rico, Pennsylvania, Delaware, Connecticut, Massachusetts and Rhode
Island and we are evaluating further expansion into these and other markets.

Our customers consist of three types of grocery retailers: independent retailers
(including members of voluntary cooperatives), chains and convenience stores,
both of which generally do not maintain their own internal distribution
operations for one or more of our product categories. Our customers which are
independent food retailers and/or members of voluntary cooperatives seek to
achieve the operating efficiencies enjoyed by supermarket chains through common
purchasing and advertising. The characteristics of New York City, our principal
market, result in unique retail food market dynamics and distribution
challenges. These characteristics include: high population density, ethnic
diversity, premium rent costs, relatively small customer locations, limited
available retail floor space and heavy traffic volumes. Consequently, in this
market relative to others, there is a disproportionately large number of
independent retailers and small chains, each serving the special needs of their
local communities; the "supercenter" or large supermarket store format is less
practical; and internal or captive distribution arrangements are much less
viable. These factors constitute barriers to entry making it difficult for new
entrants to penetrate our principal geographic market territory in a
cost-effective manner.

The following are trade names used by some of our customers:

Superfresh, Waldbaums, Food Emporium, Food Basics and A & P (each of which are
divisions of The Great Atlantic & Pacific Tea Co., Inc. ("A&P")), Gristedes and


                                       2
<PAGE>

Sloans Supermarkets, King Kullen, Kings Super Markets, Quick Chek, C-Town,
Bravo, Scaturros, Grande (in Puerto Rico) and Western Beef, as well as the
Associated Food Stores ("Associated"), Met(R), Pioneer(R), Super Food and
Foodtown cooperatives.

We own the Met(R) and Pioneer(R) trade names, and license them to customers who
operate independently-owned stores. This voluntary cooperative format allows
customers 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 us. As part of the cooperative arrangement, these
customers are obligated to purchase a substantial portion of their grocery,
frozen and refrigerated product inventory requirements from us, thereby
enhancing the stability of this portion of our customer base. These customers
represented approximately 16.5% of our net sales for the fiscal year ended
December 28, 2002, and 14.5% of our net sales for the fiscal year ended December
29, 2001.

We have significant expertise and experience in serving the ethnic markets in
the areas in which we operate. This knowledge is of value to many manufacturers
and other suppliers. We have developed programs involving customer support
personnel and retail counselors that allow significant penetration to targeted
ethnic groups.

During the fiscal year ended December 28, 2002, our largest customers, A&P and
Associated, accounted for approximately 25.0% and 13.9%, of net sales, and our
five largest customers accounted for 53.5% of net sales. From 1997 to 2002, net
sales to our top five customers have decreased as a percentage of net sales from
64.2% to 53.5%, primarily because we obtained new business. We have
long-standing relationships with many of our customers.

Warehousing and Distribution

Because each of our product categories has different storage and distribution
requirements, we handle each product category from a separate distribution
center. All three facilities are equipped with modern equipment for receiving,
storing and shipping large quantities of merchandise. In addition, all of our
distribution facilities are fully integrated through our computer, accounting,
and management information systems to promote operating efficiency and
coordinated quality customer service. Management believes that the efficiency of
our distribution centers enables us to compete effectively. Our warehouse and
inventory management system directs all aspects of the material handling process
from receiving through shipping, and generates detailed cost information which
warehouse personnel use to manage the workforce and flow of product, which
minimizes cost while maintaining the highest service level possible.

Our transportation fleet consists of 119 tractors (all of which are leased), 344
trailers (of which 291 are leased) and 2 trucks (both of which are leased). In
addition, we rent trailers on a monthly basis to meet seasonal demand. On
approximately 18% of our deliveries, we are able to arrange "backhauls" of
products from manufacturers' or other suppliers' distribution facilities located
in our markets which allow us to reduce costs. We regularly use independent
owner/operators to make deliveries on an "as needed" basis to supplement the use
of our own employees and equipment. We make approximately 5,500 deliveries per
week to our customers with a combination of our own transportation fleet and
that of third parties.

                                       3
<PAGE>

Purchasing

We purchase our products from approximately 1,300 suppliers in the United States
and abroad and resell them to our customers. Brand name products are generally
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 us or the specific
customer. We purchase products in large volume and resell them in the smaller
quantities required by our customers. We believe that we have the purchasing
power to obtain competitive volume discounts from our suppliers. Substantially
all categories of products distributed by us are available from a variety of
manufacturers and suppliers, and we are not dependent on any single source of
supply for any specific category, however, market conditions dictate that we
have certain nationally prominent brands, available from single suppliers,
available for distribution. Order size and frequency are determined by our
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.  We are one of
the largest  independent  wholesale food distributors to supermarkets in the New
York City  metropolitan  area.  Our principal  competitors  in all three product
categories are C&S Wholesale Grocers, Inc., Bozzuto's,  Inc. and Supervalu.  Our
main  competitors  with  respect to the  distribution  of certain of our product
categories are Krasdale  Foods,  Inc. and General  Trading Co. As we expand into
other  geographic  markets,  we expect to compete  with  national  and  regional
distributors in all product categories.


Management believes that the principal competitive factors in our business
include price, scope of products and services offered, distribution service
levels, strength of private label brand offered, strength of store tradenames
offered and store financing support. We believe that we compete effectively by
offering full product lines, including our White Rose(R) label, retail support
and financing services, our Met(R) and Pioneer(R) voluntary cooperative
trademarks, flexible delivery schedules, competitive prices and competitive
levels of customer services.

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

Seasonality

Typically, our profitability is strongest in our fiscal fourth quarter, with the
fiscal third quarter the weakest. Third quarter performance has been improved
somewhat by our increased sales outside of New York City. The increased sales


                                       4
<PAGE>

outside of New York City are either in areas that experience higher summer sales
(such as along the New Jersey shore) or areas more resistant to seasonal
fluctuations.

Employees

We employed 1,288 persons on February 25, 2003, including 824 covered by
collective bargaining agreements with various International Brotherhood of
Teamsters locals.

We are a party to collective bargaining agreements with our warehouse and
trucking employees at our refrigerated food operation (expiring November 2005),
our grocery operation (warehouse expiring October 2007 and trucking expiring
April 2007) and our frozen operation (expiring January 2004).

Management believes that our present relations with our work force are
satisfactory.

Relationship with Independent Auditors

We agreed to pay Deloitte & Touche LLP ("D&T") $255,000 plus expenses up to
$12,000 for the audit of the year ended December 28, 2002 and paid $225,000 plus
expenses of $12,000 for the prior year's audit. In fiscal 2002, we paid D&T
$234,500 for additional audit fees and workpaper access fees related to various
transactions we considered. We have incurred approximately $300,000 of fees from
D&T as of December 28, 2002 for our Canadian Deal. In 2001, we paid D&T $17,400
for accounting research and other accounting matters. We did not engage D&T for
any consulting services during 2001 or 2002.


                                       5
<PAGE>




ITEM 2.  PROPERTIES

Distribution facilities and data center data.

<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                           279,000       2018 (plus two 5-year
                                                                              renewal options)

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

Total operating lease rent paid in connection with our facilities was
approximately $5.5 million in fiscal 2002. Management expects our operating
lease rent paid for our facilities in 2003 to be $6.2 million.

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). The
frozen food division distribution facility, which was expanded in 2002, operates
at approximately 75% 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 additional capacity to
expand its output.


ITEM 3.  LEGAL PROCEEDINGS.

We are involved in claims, litigation and administrative proceedings of various
types in various jurisdictions. In addition, we have agreed to indemnify various
transferees of operations we sold certain known and potential liabilities. We
also have incurred, and may in the future incur, liability arising under
environmental laws and regulations in connection with properties we sold 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
us.

Litigation. On November 18, 2002, the United States Court of Appeals for the
Third Circuit affirmed the District Court's award of summary judgment in favor
of the Company in the action entitled Twin County Grocers Inc. v. Food Circus
Supermarkets, Inc. et al., which effectively ended this litigation against the
Company.

We are not a party to any other litigation, other than routine litigation
incidental to our business, which, in management's judgment, is individually or
in the aggregate material to our business. Management, after consultation with


                                       6
<PAGE>

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
us.

Environmental. We have 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 those 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 on the property. Persons who arranged for the disposal
of hazardous substances found on a disposal site may also be liable for cleanup
costs. In certain cases, we have agreed to indemnify the purchaser of our former
properties for liabilities arising on that property or have agreed to remain
liable for certain potential liabilities that were not assumed by the
transferee.

We have recorded an estimate of our total potential environmental liability
arising from specifically identified environmental problems (including those
discussed below) in the amount of approximately $658,000 as of December 28,
2002. We believe these reserves are adequate and that known and potential
environmental liabilities will not have a material adverse effect on our
financial condition. However, there can be no assurance that the identification
of contamination at current or former sites or changes in cleanup requirements
would not result in significant additional costs to us.

We are responsible for the monitoring (the cleanup having been completed) of a
site previously owned and operated by us located in St. Genevieve, Missouri.

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


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 our outstanding common equity and the
majority (98.54%) of our outstanding common stock is owned by Rose Partners, LP
("Rose").

We paid a dividend of $6.0 million in April 2002. Our ability to pay dividends
is governed by restrictive covenants contained in the indenture governing our
Senior Notes as well as restrictive covenants contained in our senior bank
lending arrangement. As a result of these restrictive covenants, based on our


                                       7
<PAGE>

results for the year ended December 28, 2002, we are currently permitted to pay
dividends up to approximately $ 6.6 million; however, we expect to request an
amendment to our loan agreement to permit the payment of a $10 million dividend
in 2003. We can pay a dividend of up to $16.3 million under the terms of the
Senior Notes.


ITEM 6. SELECTED FINANCIAL DATA.

         This table sets forth our selected historical data for the periods
indicated. This data should be read in conjunction with the consolidated
financial statements and related notes included herein. Amounts are in thousands
of dollars.
<TABLE>
<CAPTION>
                                         Year Ended     Year Ended   Year Ended     Year Ended    Year Ended
                                         January 2,     January 1,   December 30,   December 29,  December 28,
                                           1999 (b)         2000          2000          2001          2002
                                        ----------------------------------------------------------------------
<S>                                    <C>              <C>           <C>           <C>           <C>
Income Statement Data:
Total revenue                          $1,196,933       $1,413,827    $1,495,398    $1,538,824    $1,559,513
Gross profit(a)                           121,939          138,971       144,996       151,313       156,752
  Warehouse expense                        49,440           51,865        52,233        54,123        57,844
  Transportation expense                   24,719           26,607        28,387        29,570        29,284
  Selling, general and                     22,760           25,834        29,443        29,526        30,197
   administration expenses
  Facility integration and                  4,173             --            --            --            --
   abandonment expense
  Transaction related expenses               --               --            --            --           3,239
  Amortization--goodwill                    2,460            2,425         2,425         2,425          --
Operating income                           18,387           32,240        32,508        35,669        36,188
  Interest expense                         18,170           16,679        16,028        15,917        15,559
  Amortization--deferred financing            721              764           730           651           651
   costs
  Other (income), net                      (9,534)(c)       (2,744)       (3,517)       (3,775)       (2,736)
Income  from continuing operations
  before income taxes and
  extraordinary items                       9,030           17,541        19,267        22,876        22,714
Income taxes                                4,449            7,872         8,528        10,781         9,482
Income from continuing
   operations before extraordinary
   items                                    4,581            9,669        10,739        12,095        13,232
Extraordinary (loss)/gain on
   extinguishment of debt, net of tax        (201)            --            --            --             (61)
Net  income                            $    4,380       $    9,669    $   10,739    $   12,095    $   13,171

<CAPTION>
                                         January 2,     January 1,   December 30,   December 29,  December 28,
                                           1999 (b)         2000          2000          2001          2002
                                        -----------------------------------------------------------------------
<S>                                    <C>              <C>           <C>           <C>           <C>
Balance Sheet Data:
Total assets                           $274,828         $273,406      $289,801      $290,936      $298,464

Working capital                          41,117           56,397        56,238        73,612        74,774
Total debt including capital leases     178,127          164,069       167,531       157,058       152,994
Total stockholder's equity               (3,701)(d)        5,968        14,207        21,002        28,173
(deficiency)
-----------------------
<FN>
(a) Gross profit excludes warehouse expense shown separately.

(b) Represents a 53 week fiscal year.

(c) Includes $7.2 million consideration pursuant to an agreement with Fleming
Companies, Inc.

(d) Including a $5 million stock repurchase in May 1998.
</FN>
</TABLE>


                                       8
<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 agreements 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; changes in, or failure to comply
with government regulations; potential commercial vehicle restrictions;
inflation especially with respect to wages and energy costs; and the results of
terrorism or terrorist acts against the Company.

Application of Critical Accounting Policies

The consolidated financial statements are based on the selection and application
of significant accounting policies, which require management to make significant
estimates and assumptions. We believe that the items discussed below are some of
the more critical judgment areas in the application of our accounting policies
that affect our consolidated financial condition and results of operations.

Receivables and customer financing

We estimate the net realizable value of our trade receivables and notes
receivables, as well as our vendor receivables. A considerable amount of
judgment is required in assessing the realization of these receivables,
including evaluating the current creditworthiness of each customer and related
aging of the past due balances. The provision for bad debts for fiscal 2002 was
$.5 million, for fiscal 2001 was $.5 million, and was $.7 million for fiscal
2000. At December 28, 2002, the total notes and accounts receivable (including
the long-term portion) were $ 117.5 million and at December 29, 2001 were $111.2
million, net of an allowance of doubtful accounts of $5.0 million at December
28, 2002 and $5.3 million at December 29, 2001. We evaluate specific accounts
when we become aware of a situation where a customer may not be able to meet its
financial obligations. The reserve requirements are based on the best facts
available and are re-evaluated and adjusted as additional information is
received.

                                       9
<PAGE>

Intangible assets

Our intangible assets primarily consist of goodwill of $68.9 million. The
determination of whether these assets are impaired involves significant
judgments based upon short and long-term projections of future performance.
Certain forecasts reflect assumptions regarding our ability to successfully
maintain our customer base. Changes in strategy and/or market conditions may
result in adjustments to recorded asset balances. Forecasts used to support the
valuation of the intangible assets may change in the future, which could result
in additional non-cash charges that would adversely affect the results of our
operations and our financial condition.

Our policy is to annually assess the value of our goodwill on the first day of
our fiscal fourth quarter, and more frequently, as conditions require. We do not
believe our goodwill is impaired now.


Pension benefits

We have significant pension benefit costs and credits, which we develop from
actuarial valuations. Inherent in these valuations are key assumptions,
including discount rates and expected return on plan assets, which are evaluated
on an annual basis at the beginning of each fiscal year. We are required to
consider current market conditions, such as changes in interest rates, in
developing these assumptions. Changes in the related pension benefit costs or
credits may occur in the future due to changes in the assumptions. The key
assumptions used in developing our fiscal 2002 net pension benefit credit were a
7.25 % discount rate, a 9% expected return on plan assets and a 6% rate of
compensation increases. These were consistent with the prior year assumptions
except that the discount rate was reduced by one-half of one percent to reflect
current market conditions. Compared with the prior year, our net pension benefit
credit in fiscal 2002 was reduced by $ .4 million to $.2 million. Our net
pension benefit credit is expected to change to a net pension expense of
approximately $.6 million during fiscal 2003, primarily as a result of a
reduction in the discount rate from 7.25% to 6.75%, and a reduction in the
expected return on plan assets from 9% to 8.25%. Holding all other assumptions
constant, a one-quarter percent increase or decrease in the discount rate would
have increased or decreased annual fiscal 2002 pre-tax income by approximately $
..1 million. Likewise, a one-quarter percent increase or decrease in the expected
return on plan assets would have increased or decreased annual fiscal 2002
pre-tax income by $ .1 million.

Assets on the balance sheet December 28, 2002, included a deferred pension asset
of $18.5 million from our qualified defined benefit pension plan included in
other assets, as well as a liability for our non qualified supplemental plan of
$.9 million. This liability was offset by $.8 million in a Rabbi Trust which was
also included in other assets on the balance sheet. To the extent the estimated
accumulated benefit obligation related to the qualified pension plan exceeded
the fair value of the plan assets, we would be required to reduce the deferred
pension asset to zero and record a charge to equity.

In December 2000, we made our only qualified pension plan contribution in the
last twelve years. We do not expect to have any cash requirements related to the
qualified pension benefit plan during fiscal 2003.

                                       10
<PAGE>

Reserves for Self-Insurance.

We are primarily self-insured for workers' compensation, medical insurance, and
a portion of our liability claims (together "claims"). It is our policy to
record these liabilities based on claims filed and an estimate of claims
incurred but not yet reported. These reserves totaled $ 7.0 million at December
28, 2002. Any projection of losses are estimates and are subject to many
variables. Among these variables are unpredictable external factors affecting
future inflation rates, litigation trends, legal interpretations, benefit level
changes, health care costs, and claim settlement patterns. Beginning in 2002,
since the workers compensation accrual represents in excess of 50% of the total
claims reserve, we engaged a national actuarial firm to review our workers
compensation accrual which was found to be adequate. We expect this actuarial
review to be performed periodically. If a greater amount of claims is incurred
compared to estimates or health care costs increase more than anticipated,
recorded reserves may be insufficient and additional costs could be recorded in
the consolidated financial statements.

We have discussed the application of these critical accounting policies with our
Audit Committee and our independent auditors, Deloitte & Touche, LLP. See Note 1
to the consolidated financial statements for recent accounting pronouncements.

Results of Operations

Fifty-two weeks ended December 28, 2002 and December 29, 2001

Net sales for the fifty- two weeks ended December 28, 2002 were $1,551.8 million
as compared to $1,530.9 million for the fifty-two weeks ended December 29, 2001.
This 1.4% increase in net sales primarily reflects increased sales to existing
customers. Other revenue, consisting of recurring customer related services,
decreased to $7.7 million for the fifty-two weeks ended December 28, 2002 as
compared to $7.9 million in the prior period.

Our gross margin (excluding warehouse expense) increased to 10.1% of net sales
or $156.8 million for 2002, compared to 9.9% of net sales or $151.3 million for
the prior period, because of a change in mix of both customers and products
sold. We have taken, and will continue to, take steps to maintain and improve
our margins. Factors such as advantageous buying opportunities, the additions of
high volume, lower margin customers, changes in manufacturers' promotional
activities, changes in product mix, or competitive pricing pressures may have an
effect on gross margin. Accordingly, we cannot be certain whether the gross
margins we realized in 2002 will continue.

Warehouse expense increased as a percentage of net sales to 3.7% or $57.8
million for 2002, compared to 3.5% of net sales or $54.1 million for the prior
period as a result of i) the one time signing bonus paid to the grocery
warehouse union members upon ratifying the new five year contract extension in
September, ii) increased rent as a result of the frozen warehouse expansion,
iii) increased benefits and insurance costs, and iv) increased wages.

Transportation expense remained flat at 1.9% of net sales or $29.3 million for
2002 compared to 1.9% of net sales or $29.6 million in the prior period as
better productivity offset higher wages, benefits and other costs.

                                       11
<PAGE>

Selling, general and administrative expense remained flat as a percentage of net
sales at 1.9% of net sales or $30.2 million for 2002 compared to 1.9% of net
sales or $29.5 million for the prior period.

Transaction related expenses were $3.2 million in 2002 of which of which $2.7
million related to the Canadian Deal.

Other income, net of other expenses and consisting primarily of interest income,
decreased to $2.7 million for 2002 as compared to $3.8 million for the prior
period. The prior period included a $.5 million gain on the sale of securities
and $.5 million of insurance proceeds from a claim.

Interest expense decreased to $15.6 million for 2002 from $15.9 million for the
prior period due to lower average outstanding levels of our debt.

We recorded an income tax provision of $9.5 million, resulting in an effective
income tax rate of 42% for 2002, compared to a provision of $10.8 million
resulting in an effective rate of 47% in the prior period as a result of a the
nondeductibility of certain of our goodwill amortization which stopped in 2002.

We recorded net income for 2002 of $13.2 million as compared to $12.1 million in
the prior period. The increase was primarily the result of no amortization of
goodwill in the current year in accordance to SFAS No. 142. Had SFAS No. 142
been in effect during 2001, net income for that period would have been $14.4
million.

Fifty-two-weeks ended December 29, 2001 and December 30, 2000

Net sales for 2001 were $1,530.9 million compared to $1,488.1 million for 2000.
This 2.9% increase in net sales primarily reflects increased sales to existing
customers. Other revenue, consisting of recurring customer related services,
increased to $7.9 million for 2001 as compared to $7.3 million in the prior
period.

Gross margin (excluding warehouse expense) increased to 9.9% of net sales or
$151.3 million 2001, compared to 9.7% of net sales or $145.0 million for the
prior period, as a result of a change in mix of both customers and products
sold.

After excluding final shutdown expenses relating to our former Garden City
facility (on which the lease terminated on March 31, 2000) in the first quarter
of 2000, warehouse expense remained flat as a percentage of net sales at 3.5% or
$54.1 million for 2001, compared to 3.5% of net sales or $51.8 million for the
prior period.

Transportation expense remained at 1.9% of net sales or $29.6 million for 2001,
compared to 1.9% of net sales or $28.4 million in the prior period due to
greater efficiencies offsetting higher expenses.

Selling, general and administrative expense decreased to 1.9% of net sales or
$29.5 million for 2001, compared to 2.0% of net sales or $29.4 million for the
prior period.

Other income, net of other expenses, increased to $3.8 million for 2001,
compared to $3.5 million for the prior period.

                                       12
<PAGE>

Interest expense decreased to $15.9 million for 2001 from $16.0 million for the
prior period due to lower average outstanding levels of our debt.

We recorded an income tax provision of $10.8 million, resulting in an effective
income tax rate of 47% for 2001, compared to a provision of $8.5 million
resulting in an effective rate of 44% in the prior period as a result of our
higher statutory rates. The estimated effective tax rate is higher than the
statutory tax rate primarily because of the nondeductibility of certain of our
amortization of the excess of cost over net assets acquired. We paid
approximately $8.0 million in estimated federal tax in 2001.

We recorded net income for 2001 of $12.1 million, compared to $10.7 million in
the prior period.

Liquidity and Capital Resources

Cash flows from operations and amounts available under our $90 million bank
credit facility are the principal sources of our liquidity. We believe that
these sources will be adequate to meet our currently anticipated working capital
needs, dividend payments, capital expenditures, and debt service requirements
during the next four fiscal quarters, as well as any investments we may make.

Our bank credit facility is scheduled to mature on June 30, 2004, and bears
interest at a rate per annum equal to (at our option): (i) the Euro Dollar
Offering Rate plus 1.625% or (ii) the lead bank's prime rate. Borrowings under
the revolving bank credit facility were $2.7 million (excluding $6.0 million of
outstanding letters of credit) at December 28, 2002. Additional borrowing
capacity of $81.9 million was available at that time under our then current
borrowing base certificate.

During 2002, cash flows provided by our operating activities were $10.3 million,
consisting primarily of cash generated from income before non-cash expenses of
$18.6 million, and an increase in accounts payable, accrued expenses and other
liabilities of $4.1 million, offset by increases in (i) accounts and notes
receivable of $8.7 million, (ii) prepaid expenses of $1.1 million, (iii)
inventory of $2.3 million, and other assets of $.3 million.

We used approximately $3.3 million of cash flows for investing activities during
2002, exclusively for capital expenditures. We used $8.2 million of cash in 2002
for financing activities, primarily for the purchase on the open market and
subsequent retirement of $6.7 million of Senior Notes, and a $6.0 million
dividend paid in April 2002, offset by net borrowings under our revolving credit
facility of $2.7 million and $1.9 million of proceeds from note participations
discussed below.

EBITDA was $43.2 million during 2002, compared to $46.3 million in the prior
period. We have presented EBITDA supplementally because we believe this
information is useful given the significance of our depreciation and
amortization and because of our highly leveraged financial position. This data
should not be used in place of any measure of performance or liquidity
promulgated under generally accepted accounting principles (such as net
income/loss or cash provided by/used in operating, investing and financing


                                       13
<PAGE>

activities), nor should it be considered as an indicator of our overall
financial performance. Also, the EBITDA definition we use may not be comparable
to similarly titled measures reported by other companies.

Reconciliation of EBITDA to net income (in thousands):
                                                 2002       2001      2000

     EBITDA                                     $43,206   $46,300   $42,636
     Less: depreciation and
        amortization of fixed assets              2,341     2,332     2,186
     Less: other amortization                     2,592     5,175     5,155
     Less: interest expense                      15,559    15,917    16,028
     Less: income tax provision                   9,482    10,781     8,528
     Less: extraordinary loss-net of tax             61         0         0
                                                -------   -------   -------
     Net income                                 $13,171   $12,095   $10,739
                                                =======   =======   =======

Our consolidated indebtedness decreased to $153.0 million at December 28, 2002
as compared to $157.1 million at December 29, 2001. Stockholders' equity was
$28.2 million on December 28, 2002 as compared to $21.0 million on December 29,
2001. Based on our results for the year ended December 28, 2002, we are
currently permitted to pay dividends up to approximately $6.6 million; however
we expect to request an amendment to our loan agreement to permit the payment of
a $10 million dividend in 2003.

Since 1997, we reduced our debt by $44.0 million, of which $17.0 million relates
to our bank credit facility, which had a $2.7 million balance at December 28,
2002, $6.7 million relates to the repurchase and retirement of the Senior Notes,
and $20.3 million relates to repayment of other debt. We have also improved our
ratio of debt to EBITDA from 5.45x at December 27, 1997 to 3.54x at December 28,
2002. The ratio of EBITDA to interest in 2002 was 2.78x versus 1.65x in 1997.
Stockholders' equity increased from a deficit of $3.1 million at December 27,
1997 to $28.2 million at December 28, 2002.

During the fiscal fourth quarter of 2002, we purchased $6.7 million of Senior
Notes on the open market at par and retired them. We will continue to assess
market conditions and may in the future purchase and retire additional amounts
of our Senior Notes.

We currently do not expect to spend more than $3.0 million during 2003 on
capital expenditures, but we may purchase certain assets used in our business
instead of leasing them due to economic conditions.

We did not incur any cash expense in fiscal 2002 in connection with the
environmental remediation of presently owned or divested properties and do not
expect to expend more than approximately $200,000 in fiscal 2003. At December
28, 2002, we had reserved $658,000 for known environmental liabilities. We
intend to finance the remediation through internally generated cash flow or
borrowings. We believe that should we become liable as a result of any adverse
determination of any legal or governmental proceeding in a material amount
beyond our reserves, it could have an adverse effect on our liquidity position.

From time to time, we have sold non-recourse, senior participations in selected
customer notes to various banks at par. Aggregate proceeds from those sales in
2002 were $1.9 million and $10.5 million in 2001. All proceeds were used to


                                       14
<PAGE>

repay amounts under our bank credit facility or provide working capital. The
primary reason for these sales was to enhance our ability to lend money to
customers within the confines of our financing agreements. We may sell
additional participations from time to time.

Under the terms of our revolving bank credit facility, we are required to meet
certain financial tests, including minimum interest coverage ratios. As of
December 28, 2002, we were in compliance with our covenants.

Off-balance sheet arrangements and contractual obligations

We use off-balance sheet arrangements such as leases to finance many of our
business activities. All four of our facilities are leased (three operating and
one capital lease) as is most of our transportation fleet and much of our
material handling equipment. The chart summarizes our contractual obligations:


<TABLE>
<CAPTION>
                                                         Payments due by period
                                      -------------------------------------------------------
                                              Less than                            More than
Contractual Obligations               Total     1 year     1-3 years   3-5 years    5 years
-----------------------               -----   -----------  ---------   ---------   ----------
(in thousands)
<S>                                 <C>         <C>         <C>         <C>         <C>
Long-Term Debt                      $148,300    $      0    $      0    $148,300    $    0

Capital Lease Obligations              3,382         186         372         372     2,452

Operating Leases                     106,812      10,417      17,862      15,655    62,878

Purchase Obligations                       0           0           0           0         0

Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet under
GAAP excluding deferred tax
liabilities                              658         200         200         200        58
                                         ---         ---         ---         ---        --
Total                               $259,152    $ 10,803    $ 18,434    $164,527  $ 65,388
                                    ========    ========    ========    ========  ========
</TABLE>


In addition, we have contingent  obligations,  including a performance guarantee
in the amount of approximately $2.0 million,  which decreases by $.5 million per
year through September 2006. We were contingently  liable for approximately $6.0
million on standby  letters of credit with a bank issued in the ordinary  course
of business at December 28, 2002.


ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in the interest rates on our bank
credit facility. Any outstanding loan balance under our bank credit facility
bears interest at a variable rate based on prevailing short-term interest rates
in the United States and Europe. Based on 2002's average outstanding bank debt
(which averaged less than $1 million), a 100 basis point change in annual
interest rates would change annual interest expense by approximately $4,000. For
fixed rate debt such as the Senior Notes, interest rate changes affect the fair
market value of the Senior Notes but do not impact earnings or cash flows.

We are also exposed to market risk with respect to diesel fuel. While our
transportation fleet generally travels less than 100 miles and returns to the


                                       15
<PAGE>

warehouse each night, if the price of diesel fuel remains at the current high
price, we expect to incur an additional expense of approximately $1.1 million in
2003.

We do not presently use financial derivative instruments to manage our interest
costs. Currently, we have no foreign exchange risks and only minimal commodity
risk with respect to commodities such as natural gas and electricity. Although
changes in the marketplace for energy may bring added risk, we cannot quantify
that risk at this time.



                                       16
<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
                                                                            Page

Financial Statements

Consolidated Financial Statements of Di Giorgio Corporation and Subsidiaries

Index to Consolidated Financial Statements..................................

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

Consolidated Balance Sheets as of December 29, 2001 and December 28, 2002... F-3

Consolidated Statements of Operations for each of the
 three years in the period ended December 28, 2002.......................... F-4

Consolidated Statements of Changes in Stockholders'
 Equity (Deficiency) for each of the three years in the period
 ended December 28, 2002.................................................... F-5

Consolidated Statements of Cash Flows for each of
 the three years in the period ended December 28, 2002...................... F-6

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



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


None



                                       17
<PAGE>



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

MANAGEMENT

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

                            Age     Position

Richard B. Neff (1)         54      Co-Chairman of the Board of Directors and
                                    Chief ExecutiveOfficer

Stephen R. Bokser           60      Co-Chairman of the Board of Directors,
                                    President, and Chief Operating Officer

Jerold E. Glassman (1)      67      Director

Emil W. Solimine (2)        58      Director

Charles C. Carella (3)      69      Director

Jane Scaccetti (3)          48      Director

Earle I. Mack (1,2)         66      Director

Michael S. Goldberg (2)     28      Director

Joseph R. DeSimone          63      Senior Vice President Distribution

Robert A. Zorn              48      Executive Vice President-Finance
                                    and Treasurer

Lawrence S. Grossman        41      Senior Vice President and Chief
                                    Financial Officer

Harlan Levine               41      Vice President, General Counsel
                                    and Secretary

George Conklin              42      Vice President of Logistics

Joseph Fantozzi             41      Senior Vice President and General Manager-
                                    White Rose Dairy Division of Di Giorgio

John Annetta                51      Senior Vice President and General Manager-
                                    White Rose Frozen Division of Di Giorgio

John J. Zumba               65      Senior Vice President

-------------------------------------------------------------------------------
(1)    Member of the Executive Committee
(2)    Member of the Compensation Committee
(3)    Member of the Audit Committee

                                       18
<PAGE>

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

Mr. 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 and the general partner of Rose since October 2000. He is
also an executor of the Estate of Arthur Goldberg, a limited partner of Rose.

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, and Western Beef, Inc., a
supermarket retailer, both customers of the Company. He is also a director of
Maimonides Hospital in Brooklyn, NY.

Mr. Glassman has been a Director of Di Giorgio since 1990. From prior to 1996
through 2001, Mr. Glassman was managing partner of the law firm Grotta, Glassman
& Hoffman,. He is currently the Chairman. Mr. Glassman is also a director of
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. He is also a limited partner of Rose.

Mr. Carella became a Director of Di Giorgio in 1995. Since prior to 1996, Mr.
Carella has been a partner of the Carella, Byrne, Bain, Gilfillan, Cecchi,
Stewart & Olstein law firm. 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., an accounting firm. She
is also a director of Nutrition Management Services Company, The Pep Boys -
Manny, Moe & Jack, and Temple University Health Systems, and Keystone Health
Plan East. 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 a member of the
Board of Directors of Mack-Cali Realty Corporation. He is also a limited partner
of Rose.

Mr. Goldberg has been a Director of Di Giorgio since 2001. Mr. Goldberg worked
for Merrill Lynch from 1996 through 1999. He received his MBA from Columbia
University in 2001. He is also an executor of the Estate of Arthur Goldberg, a
limited partner of Rose. Mr. Goldberg is currently a private investor.

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

                                       19
<PAGE>

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.

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.

Mr. Zumba has been Senior Vice President since 2001. Previously he held the
position of Vice President of Sales since prior to 1996.



                                       20
<PAGE>



ITEM 11. EXECUTIVE COMPENSATION.

Compensation

The following table sets forth compensation paid or accrued to the Chief
Executive Officer during the year and each of our four most highly compensated
executive officers whose cash compensation, including bonuses and deferred
compensation, exceeded $100,000 for the three fiscal years ended December 28,
2002.
<TABLE>
<CAPTION>
                                                                     Other Annual    All Other
Name and Principal Position              Year     Salary      Bonus   Compensation  Compensation
---------------------------              ----     ------      -----   ------------  ------------
                                                                          (1)
<S>                                      <C>     <C>         <C>        <C>         <C>
Richard B. Neff,                         2002    $400,000    $550,000   $ 76,604    $3,000(2)
Co-Chairman of the Board of Directors    2001    $400,000    $550,000   $ 80,525    $2,550(2)
and Chief Executive Officer              2000    $372,500    $470,000   $ 56,411    $2,550(2)


Stephen R. Bokser,                       2002    $400,000    $550,000   $ 76,604    $3,000(2)
Co-Chairman of the Board of Directors,   2001    $400,000    $550,000   $ 80,525    $2,550(2)
President, and Chief Operating Officer   2000    $379,808    $450,000   $ 56,411    $2,550(2)


Robert A. Zorn,                          2002    $275,600    $55,000        --      $3,000(2)
Executive Vice President-Finance and     2001    $260,600    $55,000        --      $2,550(2)
Treasurer                                2000    $245,600    $40,000        --      $2,550(2)


Joseph Fantozzi                          2002    $208,000    $90,000        --      $3,000(2)
Senior Vice President and General        2001    $191,000    $90,000        --      $2,550(2)
Manager of White Rose Dairy Division     2000    $174,000    $63,000        --      $2,550(2)

Lawrence S. Grossman                     2002    $202,000    $90,000        --      $3,000(2)
Senior Vice President and                2001    $186,000    $90,000        --      $2,550(2)
Chief Financial Officer                  2000    $170,000    $60,000        --      $2,550(2)

<FN>
(1) Other annual compensation consists of interest and principal payments on a
loan payable, grossed up for taxes, which was used to purchase our stock. The
loan's 2002 interest rate was 4.75% and matures in 2005. Certain incidental
personal benefits to our executive officers may result from expenses incurred by
us in the interest of attracting and retaining qualified personnel. These
incidental personal benefits made available to executive officers during fiscal
years 2000, 2001, and 2002 are not described herein because our incremental cost
of the benefits is below the Securities and Exchange Commission disclosure
threshold.

 (2) Represents contributions made by us pursuant to our Retirement Savings
Plan. See "Executive Compensation -- Retirement Savings Plan."
</FN>
</TABLE>

                                       21
<PAGE>


Employment Agreements

We are 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 $400,000 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.

We are 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.

We are 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 $275,600, as adjusted by annual cost
of living adjustments, if any, and annual bonuses, at our sole discretion. Mr.
Zorn may also receive additional incentive compensation upon the occurrence of
(i) the termination of Mr. Zorn's employment; 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

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

All benefits under the Retirement Plan are funded by contributions made by us.
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


                                       22
<PAGE>

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.

In addition, we maintain a nonqualified supplemental pension plan that provides
for the same pension benefit calculated on income in excess of prescribed IRS
limitations. 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 and
nonqualified plan is as follows: Mr. Neff, $97,847; Mr. Bokser $174,852; Mr.
Zorn, $35,645; Mr. Fantozzi, $38,333; Mr. Grossman, $29,765.

Retirement Savings Plan

We maintain 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, our
employees and our 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
60% 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 we make a matching contribution of 30% of the basic
contribution.

Each participant has a fully vested interest in all contributions made by them.
There is a 3 year vesting period for matching contributions made by us. The
employee has full investment discretion over all contributions in funds
designated by us.

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 set at prime plus 1%.

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

                                       23
<PAGE>

Compensation of Directors

Our Directors who are not employees receive a quarterly retainer of $6,250 plus
fees of $2,000 for attendance at meetings of the Board of Directors and $1,000
($2,000 as of February 20, 2003) for Committee meetings.


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

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


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Mr. Bokser is a director of Western Beef, Inc. In fiscal 2002, we sold various
products to Western Beef, Inc. in the amount of $49.0 million.

We employ Grotta, Glassman & Hoffman, a law firm in which Jerold E. Glassman,
one of our directors, is Chairman, for legal services on an on-going basis. We
paid approximately $110,000 to the firm in fiscal 2002.

We utilize Emar Group, Inc. ("Emar"), a risk management and insurance brokerage
company controlled by Emil W. Solimine, one of our directors and a limited
partner of Rose, for risk management and insurance brokerage services. We paid
Emar approximately $200,000 in fiscal 2002 for such services and purchased
insurance with premiums of $3.0 million through Emar.

We believe 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, we loaned each of Messrs. Neff and Bokser $185,000 to be used by
each of them to purchase .57195 shares of our Class A common stock and .56285
shares of our Class B common stock from one of our minority shareholders. The
loans' interest rate for the year was 4.75% and matures in 2005. On January 31,
2003, $94,625 was outstanding on each loan.


ITEM 14. CONTROLS AND PROCEDURES

     (a)  Evaluation of Disclosure Controls and Procedures

     The Company's  Chief  Executive  Officer and Chief  Financial  Officer have
reviewed and evaluated the  effectiveness of the Company's  disclosure  controls
and procedures as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and  15d-14(c)  as of a date  within 90 days of the filing  date of this  annual
report  on  Form  10-K  the  "Evaluation  Date").  Based  on  their  review  and
evaluation,  the Chief  Executive  Officer  and  Chief  Financial  Officer  have
concluded that, as of the Evaluation Date, the Company's disclosure controls and


                                       24
<PAGE>

procedures  were  adequate  and  effective to ensure that  material  information
relating to the Company and its consolidated subsidiaries would be made known to
them by others within those entities in a timely manner, particularly during the
period in which this annual report on Form 10-K was being prepared,  and that no
changes are required at this time.

     (b)  Change in Internal Controls

     There were no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect the Company's  internal controls
subsequent to the Evaluation  Date, or any significant  deficiencies or material
weaknesses in such internal controls requiring  corrective actions. As a result,
no corrective actions were taken.



                                       25
<PAGE>


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

a.   Documents filed as part of this report.

     1.   Financial Statements

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

          Consolidated Balance Sheets as of
          December 29, 2001 and December 28, 2002........................... F-3

          Consolidated Statements of Operations for each of the
          three years in the period ended December 28, 2002................. F-4

          Consolidated Statements of Changes in Stockholders'
          Equity  for each of the three years in the period
          Ended December 28, 2002........................................... F-5

          Consolidated Statements of Cash Flows for each of
          the three years in the period ended December 28, 2002............. 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.

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

                                       26
<PAGE>

          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.

          10.14(12) -    First  Amendment,  dated August 31,  2001,  to Carteret
                         frozen food warehouse lease dated November 26, 1997.

          10.15(12) -    Fourth  Amendment,  dated August 31, 2001,  to Carteret
                         grocery warehouse lease dated as of February 11, 1994.

          10.16(13) -    Second  Amendment,  dated January 10, 2002, to Carteret
                         frozen food  warehouse  lease dated as of November  26,
                         1997.

          21(14)    -    Subsidiaries of the Registrant

          99.1(14)  -    Statement for SEC solely for purposes of Section 906 of
                         the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1349).

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

                                       27
<PAGE>

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

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

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

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

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

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

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

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

(9)  Incorporated  by reference to the Company's  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) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     for the quarter ended September 29, 2001 (File 1-1790).

(13) Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the year ended December 29, 2001 (File 1-1790)

(14) Filed herewith.


b. Reports on Form 8-K

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


                                       28
<PAGE>


                                   SIGNATURES

   Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 12th day of
March, 2003.

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                    March 12, 2003
---------------------------
Jerold E. Glassman

 /s/ Emil W. Solimine                 Director                    March 12, 2003
---------------------------
Emil W. Solimine

 /s/ Charles C. Carella               Director                    March 12, 2003
---------------------------
Charles C. Carella

 /s/ Jane Scaccetti                   Director                    March 12, 2003
---------------------------
Jane Scaccetti

 /s/ Earle I. Mack                    Director                    March 12, 2003
---------------------------
Earle I. Mack

/s/ Michael S. Goldberg               Director                    March 12, 2003
-----------------------
Michael S. Goldberg

 /s/ Lawrence S. Grossman             Senior Vice President       March 12, 2003
-------------------------             and Chief Financial
Lawrence S. Grossman                  Officer (Principal
                                      Financial & Accounting Officer)

                                       29
<PAGE>

            CERTIFICATION OF CHIEF EXECUTIVE OFFICER, RICHARD B. NEFF

I, Richard B. Neff, Chief Executive  Officer,  Di Giorgio  Corporation,  certify
that:

1.   I have reviewed this annual report on Form 10-K of Di Giorgio Corporation.
2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):
     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and;
6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                       DI GIORGIO CORPORATION
                                       (Registrant)

Date:    March 12, 2003                /s/ Richard B. Neff
                                       ----------------------------------------
                                       Richard B. Neff
                                       Chief Executive Officer


                                       30
<PAGE>


         CERTIFICATION OF CHIEF FINANCIAL OFFICER, LAWRENCE S. GROSSMAN

I,  Lawrence S.  Grossman,  Chief  Financial  Officer,  Di Giorgio  Corporation,
certify that:

1.   I have reviewed this annual report on Form 10-K of Di Giorgio Corporation.
2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):
     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and;
6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                       DI GIORGIO CORPORATION
                                       (Registrant)

Date:    March 12, 2003                /s/ Lawrence S. Grossman
                                       -----------------------------------
                                       Lawrence S. Grossman
                                       Chief Financial Officer


                                       31



DI GIORGIO CORPORATION AND SUBSIDIARIES

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


                                                                          Page

INDEPENDENT AUDITORS' REPORT                                               F-2

FINANCIAL STATEMENTS FOR EACH OF THE THREE YEARS
 IN THE PERIOD ENDED DECEMBER 28, 2002:

   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



The following consolidated financial statement schedule of
DiGiorgio Corporation and subsidiaries is included in Item 15(a)(2):

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



                                      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 28, 2002 and
December 29, 2001, and the related consolidated statements of
income,stockholders' equity (deficiency) and cash flows for each of the three
years in the period ended December 28, 2002. Our audits also included the
consolidated financial statement schedule listed in the Index at Item 15(a)(2).
These consolidated financial statements and consolidated financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial statements and
consolidated 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 consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated 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 28, 2002 and December 29, 2001, and the results of
their operations and their cash flows for each of the three years in the period
ended December 28, 2002 in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such
consolidated financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.

As discussed in Note 4 to the consolidated financial statements, the Company
changed its method of accounting for goodwill and other intangible assets in
2002.


/s/ Deloitte & Touche LLP


New York, New York

March 11, 2003


                                      F-2
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS DECEMBER 29, 2001 AND DECEMBER 28, 2002
(In Thousands, Except Share Data)
--------------------------------------------------------------------------------
                                                                     December 29,   December 28,
                                                                         2001           2002
<S>                                                                     <C>          <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                             $  1,807     $    629
  Accounts and notes receivable - net                                    103,704      109,471
  Inventories                                                             66,469       68,786
  Deferred income taxes                                                    2,888        2,986
  Prepaid expenses                                                         3,802        4,928
                                                                           -----        -----
           Total current assets                                          178,670      186,800

PROPERTY, PLANT AND EQUIPMENT - Net                                        9,956       10,879

NOTES RECEIVABLE                                                           7,464        7,981

DEFERRED FINANCING COSTS - Net                                             3,272        2,514

OTHER ASSETS                                                              22,681       21,397

GOODWILL                                                                  68,893       68,893
                                                                          ------       ------
TOTAL ASSETS                                                            $290,936     $298,464
                                                                        ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Revolving credit facility                                             $   --       $  2,693
  Current installment - capital lease liability                               57           60
  Accounts payable - trade                                                75,928       77,833
  Accrued expenses                                                        29,073       31,440
                                                                          ------       ------
           Total current liabilities                                     105,058      112,026

LONG-TERM DEBT                                                           155,000      148,300

CAPITAL LEASE LIABILITY                                                    2,001        1,941

OTHER LONG-TERM LIABILITIES                                                7,875        8,024

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, nonvoting - authorized,
    1,000 shares; issued and outstanding, 76.869 shares                     --           --
  Additional paid-in capital                                               8,002        8,002
  Retained earnings                                                       13,000       20,171
                                                                          ------       ------
            Total stockholders' equity                                    21,002       28,173
                                                                          ------       ------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $290,936     $298,464
                                                                        ========     ========
</TABLE>
See notes to consolidated financial statements.


                                      F-3
<PAGE>



DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 28, 2002
(In Thousands)
--------------------------------------------------------------------------------
                                                 December 30,   December 29,   December 28,
                                                    2000            2001            2002
<S>                                              <C>            <C>            <C>
REVENUE:
  Net sales                                      $ 1,488,062    $ 1,530,901    $ 1,551,849
  Other revenue                                        7,336          7,923          7,664
                                                       -----          -----          -----
           Total revenue                           1,495,398      1,538,824      1,559,513

COST OF PRODUCTS SOLD                              1,350,402      1,387,511      1,402,761
                                                   ---------      ---------      ---------

GROSS PROFIT - Exclusive of warehouse
  expense shown separately below                     144,996        151,313        156,752

OPERATING EXPENSES:
  Warehouse expense                                   52,233         54,123         57,844
  Transportation expense                              28,387         29,570         29,284
  Selling, general and administrative expenses        29,443         29,526         30,197
  Transaction related expenses                          --             --            3,239
  Amortization - goodwill                              2,425          2,425           --
                                                       -----          -----          -----

OPERATING INCOME                                      32,508         35,669         36,188

INTEREST EXPENSE                                      16,028         15,917         15,559

AMORTIZATION - Deferred financing costs                  730            651            651

OTHER INCOME - Net                                    (3,517)        (3,775)        (2,736)
                                                      ------         ------         ------

INCOME BEFORE INCOME TAXES                            19,267         22,876         22,714

PROVISION FOR INCOME TAXES                             8,528         10,781          9,482
                                                       -----         ------          -----

INCOME FROM CONTINUING OPERATIONS                     10,739         12,095         13,232

EXTRAORDINARY LOSS                                      --             --              (61)
                                                       -----         ------            ---

NET INCOME                                       $    10,739    $    12,095    $    13,171
                                                 ===========    ===========    ===========
</TABLE>
See notes to consolidated financial statements.


                                      F-4
<PAGE>



DI GIORGIO CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 28, 2002
(In Thousands)
--------------------------------------------------------------------------------
                                        Class A           Class B      Additional   Retained
                                      Common Stock      Common Stock     Paid-in    Earnings
                                     Shares   Amount   Shares   Amount   Capital   (Deficit)
<S>                                  <C>        <C>    <C>         <C>   <C>        <C>
BALANCES,
  JANUARY  1, 2000                   78.116     $ -    76.869      $ -   $ 8,002    $ (2,034)

  Net income                              -       -         -        -         -      10,739

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

BALANCES,
  DECEMBER 30, 2000                  78.116       -    76.869        -     8,002       6,205

  Net income                              -       -         -        -         -      12,095

   Dividend                               -       -         -        -         -      (5,300)
                                      -----     ---    ------      ---    ------      ------
BALANCES,
  DECEMBER 29, 2001                  78.116       -    76.869        -     8,002      13,000

  Net income                              -       -         -        -         -      13,171

   Dividend                               -       -         -        -         -      (6,000)
                                      -----     ---    ------      ---    ------      ------
BALANCES,
  DECEMBER 28, 2002                  78.116     $ -    76.869      $ -   $ 8,002    $ 20,171
                                     ======     ==     ======      ==    =======    ========
</TABLE>


See notes to consolidated financial statements.



                                      F-5
<PAGE>



DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 28, 2002
(In Thousands)
--------------------------------------------------------------------------------
                                                               December 30, December 29,December 28,
                                                                  2000        2001         2002
<S>                                                              <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                     $ 10,739    $ 12,095    $ 13,171
  Adjustments to reconcile net income to net
    cash provided by operations:
    Extraordinary loss on early extinguishment of debt               --          --            61
    Depreciation                                                    2,186       2,332       2,341
    Amortization of deferred financing costs                          730         651         651
    Amortization of goodwill                                        2,425       2,425        --
    Other amortization                                              2,000       2,099       1,941
    Provision for doubtful accounts                                   700         500         500
    Non-cash increase in prepaid pension cost                        (331)       (567)       (201)
    Deferred taxes                                                  8,236       1,966         104
    Changes in assets and liabilities:
      (Increase) decrease in:
          Accounts and notes receivable                            (4,603)    (19,721)     (7,683)
          Inventory                                                (3,141)     (1,782)     (2,317)
          Prepaid expenses                                         (1,094)        (75)     (1,126)
          Other assets                                            (12,258)     (1,905)       (274)
          Long-term notes receivables                              (3,648)      5,326        (979)
      Increase (decrease) in:
          Accounts payable                                          2,253       1,265       1,905
          Accrued expenses and other liabilities                   (2,112)      2,667       2,175
                                                                   ------       -----       -----
           Net cash provided by operating activities                2,082       7,276      10,269
                                                                    -----       -----      ------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Additions to property, plant and equipment                       (2,287)     (1,949)     (3,261)
                                                                   ------      ------      ------
           Net cash used in investing activities                   (2,287)     (1,949)     (3,261)
                                                                   ------      ------      ------

CASH FLOWS FROM FINANCING ACTIVITIES:
  (Repayments) borrowings from revolving
    credit facility - net                                           3,628     (10,410)      2,693
  Proceeds from note participation sales                             --        10,509       1,878
  Repurchase of 10% senior notes                                     --          --        (6,700)
  Dividend to stockholders                                         (2,500)     (5,300)     (6,000)
  Repayments of capital lease obligations                            (167)        (63)        (57)
                                                                     ----         ---         ---
           Net cash (used in) provided by financing activities        961      (5,264)     (8,186)
                                                                      ---      ------      ------

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                                    756          63      (1,178)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                                   988       1,744       1,807
                                                                      ---       -----       -----
 CASH AND CASH EQUIVALENTS,  END OF YEAR                         $  1,744    $  1,807    $    629
                                                                 ========    ========    ========
</TABLE>
                                                                    (Continued)

                                      F-6
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 28, 2002
(In Thousands)
--------------------------------------------------------------------------------
                                                                 December 30, December 29, December 28,
                                                                   2000          2001         2002
<S>                                                              <C>         <C>         <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
Cash paid during the period:
  Interest                                                       $ 16,079    $ 15,991    $ 15,617
                                                                 ========    ========    ========

  Income taxes                                                   $  1,158    $  7,200    $ 10,645
                                                                 ========    ========    ========
</TABLE>
                                                                    (Concluded)

See notes to consolidated financial statements.



                                      F-7
<PAGE>



DI GIORGIO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 28, 2002
--------------------------------------------------------------------------------


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - 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 larger retail food markets in the United States.
     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.  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.

     Accounts  Receivable  and  Customer  Financing  - The  accounts  and  notes
     receivable from customers are recorded at net realizable value.

     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 at lease  inception.  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.

     Goodwill - The Company adopted Statement of Financial  Accounting Standards
     ("SFAS") No. 142, Goodwill and Other Intangible Assets, which addresses the
     financial  accounting  and  reporting  standards  for  the  acquisition  of
     intangible  assets outside of a business  combination  and for goodwill and
     other intangible  assets subsequent to their  acquisition.  This accounting
     standard  requires  that  goodwill  be  separately   disclosed  from  other
     intangible assets in the statement of financial position,  and no longer be
     amortized but tested for impairment on a periodic basis.

     Deferred  Financing  Costs - Deferred  financing  costs are being amortized
     over the life of the related  debt.  During 2002,  the Company  repurchased
     $6.7 million of its 10% senior notes on the open market at par. The portion
     of the  deferred  financing  costs  related to the  repurchased  notes were
     written off,  resulting in a loss on early  extinguishment of debt reported
     as an extraordinary  item, net of taxes in the  accompanying  Statements of
     Income.


                                      F-8
<PAGE>



     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.  The most  significant
     estimates embodied in these consolidated  financial  statements include the
     reserve  for bad  debts  and the  self  insurance  accruals  for  workmans'
     compensation, medical and general claims.

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

     Transaction  Related  Costs - In  connection  with  proposed  transactions,
     including  one involving  the  formation of a Canadian  income  trust,  the
     Company incurred professional and other fees of approximately $3.2 million,
     which are  included in the  December 28, 2002  Consolidated  Statements  of
     Income  under  the  caption  "Transaction  related  expenses."  Transaction
     related costs were  insignificant  in the years ended December 29, 2001 and
     December 30, 2000.

     Revenue Recognition - The Company recognizes sales revenue upon delivery of
     goods to the  customer.  For  retail  support  services,  including  coupon
     redemption,  technology support,  store layout and equipment planning,  and
     engineering, sanitation and inspection services, revenue is recognized when
     the services are provided.  The Company  provides  reserves for returns and
     allowances  which  are  deducted  in  determining  net  revenues.   Certain
     promotional allowances are deferred and recognized as they are earned.

     Sale of  Notes  Receivable  - From  time to  time,  the  Company  has  sold
     non-recourse,  senior  participations in selected customer notes receivable
     to various  banks at par.  During the years  ended  December  28,  2002 and
     December 29, 2001,  the Company sold  approximately  $1.9 million and $10.5
     million,  respectively,  in customer notes  receivable.  Fees for servicing
     were not  material  and  there  were no gains or losses on the sales as the
     sales  price  was  equal  to  the  carrying  value  of the  customer  notes
     receivable.

     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 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
     weeks for each of the three years ended December 28, 2002.


                                      F-9
<PAGE>


     New  Accounting  Pronouncements-  In April 2002,  the Financial  Accounting
     Standards Board ("FASB") issued Statement of Financial Accounting Standards
     ("SFAS")  No.145.  In addition to amending and  rescinding  other  existing
     authoritative pronouncements to make various technical corrections, clarify
     meanings,  or describe their applicability  under changed conditions,  SFAS
     No. 145  precludes  companies  from  recording  gains and  losses  from the
     extinguishment of debt as an extraordinary  item. SFAS No. 145 is effective
     for the first  quarter  in the fiscal  year  ending  January 3, 2004.  Upon
     adoption of this pronouncement,  the Company will reclassify these items in
     its consolidated financial statements.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
     with Exit or  Disposal  Activities.  The  standard  requires  companies  to
     recognize costs  associated with exit or disposal  activities when they are
     incurred  rather  than at the date of a  commitment  to an exit or disposal
     plan.  Examples of costs covered by the standard include lease  termination
     costs and  certain  employee  severance  costs that are  associated  with a
     restructuring,  discontinued  operation,  plant  closing,  or other exit or
     disposal activity.  SFAS No. 146 is to be applied  prospectively to exit or
     disposal activities initiated after December 31, 2002. The Company does not
     expect the adoption of this  pronouncement to have a material effect on its
     consolidated results of operations or financial position.

     In December 2002, the FASB issued SFAS No. 148,  Accounting for Stock-Based
     Compensation Transition and Disclosure - an amendment of FASB Statement No.
     123.  SFAS  No.  148  provides  alternative  methods  of  transition  for a
     voluntary  change  to  the  fair  value-based   method  of  accounting  for
     stock-based employee compensation.  In addition,  this statement amends the
     disclosure  requirements of Statement 123 to require prominent  disclosures
     in both  annual  and  interim  financial  statements  about  the  method of
     accounting  for  stock-based  employee  compensation  and the effect of the
     method used on reported results. The non-disclosure amendments to Statement
     No. 123 contained in SFAS No. 148 are  effective  for financial  statements
     for fiscal  years ending  after  December  15,  2002.  The Company does not
     expect the adoption of this  pronouncement to have a material effect on its
     consolidated results of operations or financial position.

     In  November  2002,  the FASB  issued  Interpretation  No. 45,  Guarantor's
     Accounting and Disclosure  Requirements for Guarantees,  Including Indirect
     Guarantees of  Indebtedness  of Others ("FIN 45"). FIN 45 elaborates on the
     existing  disclosure  requirements  for  most  guarantees,  including  loan
     guarantees such as standby letters of credit.  It also requires that at the
     time a company  issues a guarantee,  the company must  recognize an initial
     liability  for the fair market value of the  obligations  it assumes  under
     that guarantee and must disclose that information in its interim and annual
     financial statements. The initial recognition and measurement provisions of
     FIN 45 apply on a prospective  basis to guarantees issued or modified after
     December 31, 2002. The  disclosures  included herein are reflective of this
     Interpretation.

     In January  2003,  the FASB issued  Interpretation  No. 46 ("FIN No.  46"),
     Consolidation  of  Variable   Interest   Entities,   an  interpretation  of
     Accounting Research Bulletin No. 51. In general, a variable interest entity
     is a corporation, partnership, trust, or any other legal structure used for
     business  purposes  that  either (a) does not have  equity  investors  with
     voting rights or (b) has equity  investors  that do not provide  sufficient
     financial  resources for the entity to support its  activities.  FIN No. 46
     requires  a variable  interest  entity to be  consolidated  if a company is
     subject  to a  majority  of the  risk of loss  from the  variable  interest
     entity's  activities  or is entitled to receive a majority of the  entity's
     residual returns or both. The consolidation  requirements of FIN No. 46 may
     apply  immediately to variable  interest entities created after January 31,
     2003. The consolidation  requirements  apply to older entities in the first
     fiscal year or interim period beginning after June 15, 2003. Certain of the
     disclosure  requirements  apply to all  financial  statements  issued after
     January 31,  2003,  regardless  of when the  variable  interest  entity was
     established.   The   Company   does  not  expect  the   adoption   of  this
     interpretation to have an effect on its consolidated  results of operations
     or financial position.


                                      F-10
<PAGE>


     In  November  2002 the  Emerging  Issues  Task  Force  of the  FASB  issued
     Consensus  No.  02-16 ("EITF  02-16") -  Accounting  by a Reseller for Cash
     Consideration  Received from a Vendor. EITF 02-16 will require that certain
     allowances and other amounts  received by resellers from vendors be treated
     as a reduction  of the cost of  inventory  acquired  from the vendor.  EITF
     02-16 also provides that amounts  received from vendors that are contingent
     on certain target purchase levels being achieved should be recorded when it
     becomes apparent that the target will be achieved.  EITF 02-16 is effective
     for fiscal  years  commencing  after  December 15, 2002 and with respect to
     agreements  entered  into after  December  15,  2002.  The Company does not
     expect the adoption of this  pronouncement to have a material effect on its
     consolidated results of operations or financial position.

2.   ACCOUNTS AND NOTES RECEIVABLE

     Accounts and notes receivable consist of the following:

                                              December 29,    December 28,
                                                 2001             2002
                                                     (in thousands)

     Accounts receivable                      $  82,393      $  82,252
     Notes receivable                            11,075         12,337
     Other receivables                           15,492         19,907
     Less allowance for doubtful accounts        (5,256)        (5,025)
                                                 ------         ------
                                              $ 103,704      $ 109,471
                                              =========      =========

     The Company periodically provides financial assistance in the form of loans
     to  independent  retailers.  Loans are  usually  in the form of a  secured,
     interest-bearing  obligation  that is generally  repayable over a period of
     one to three years.  As of December 28, 2002,  the Company's  customer loan
     portfolio had an aggregate balance of approximately  $20.3 million of which
     $8.0 million is long term.  The portfolio  consisted of 57 loans ranging in
     size up to approximately $6.0 million.


                                      F-11
<PAGE>


3.   PROPERTY, PLANT AND EQUIPMENT

     Property and equipment consist of the following:

                                          Estimated
                                         Useful Life   December 29, December 28,
                                           in Years       2001         2002
                                                             (in thousands)

     Land                                    --        $    900      $    900
     Buildings and improvements                10         3,550         4,897
     Machinery and equipment                 3-10        17,567        19,454
     Less accumulated depreciation                      (14,305)      (16,495)
                                                        -------       -------
                                                          7,712         8,756
                                                          -----         -----

     Capital leases:
       Building and improvements                          3,117         3,117
       Equipment                                            370           370
       Less accumulated amortization                     (1,243)       (1,364)
                                                          ------        ------
                                                          2,244         2,123
                                                          -----         -----
                                                       $  9,956      $ 10,879
                                                       ========      ========

     Depreciation expense was approximately $2.2 million,  $2.3 million and $2.3
     million for the years ended 2000, 2001 and 2002, respectively.  Included in
     that amount are approximately  $.2 million,  $.1 million and $.1 million of
     depreciation of assets under capital leases.

4.   GOODWILL

     In accordance with SFAS No. 142, the Company  discontinued the amortization
     of goodwill  effective  December 30, 2001. A  reconciliation  of previously
     reported net income to the amounts  adjusted for the  exclusion of goodwill
     amortization net of the related income tax effect follows:

                                                  Fifty-two Weeks Ended
                                          December 30, December 29, December 28,
                                             2000         2001         2002
                                                   (in thousands)

     Reported net income                   $10,739       $12,095       $13,171
     Goodwill amortization, net of tax       2,321         2,321          --
                                             -----         -----         -----
     Adjusted net income                   $13,060       $14,416       $13,171
                                           =======       =======       =======

     The   provisions  of  SFAS  No.  142  also  require  the  completion  of  a
     transitional  impairment  test  within  six  months of  adoption,  with any
     impairments  treated  as a  cumulative  effect  of a change  in  accounting
     principle.  During the quarter ended March 30, 2002, the Company  completed
     the  transitional  impairment  test and did not record any  impairments  of
     goodwill.  Also,  during the year ended  December  28,  2002,  the  Company
     completed  an  impairment  test  and  did not  record  any  impairments  of
     goodwill.

                                      F-12
<PAGE>

5.   FINANCING

     Debt consists of the following:

                                   Interest Rate
                                   at December 28,  December 29, December 28,
                                       2002          2001          2002
                                                       (in thousands)

     Revolving credit facility (a)     4.25 %      $   --       $  2,693
                                                    =====       ========

     Long-term debt:
       10% senior notes (b)           10.00 %      $155,000     $148,300
                                                   ========     ========

     (a)  Revolving  Credit  Facility - The  Company's  bank credit  facility is
          scheduled to mature on June 30, 2004, and bears interest at a rate per
          annum equal to (at the Company's option): (i) the Euro Dollar Offering
          Rate plus 1.625% or (ii) the lead bank's prime rate. The interest rate
          shown is the bank prime rate.  Given the low amount of borrowing,  the
          Company  elected  not to use the  Eurodollar  option.  During 2002 the
          average interest rate for the outstanding borrowing was 4.61%.

          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.  Borrowings under
          the Company's  revolving bank credit facility were  approximately $2.7
          million  (excluding $6.0 million of outstanding  letters of credit) at
          December 28, 2002.  Additional borrowing capacity of $81.9 million was
          available at that time under the Company's then current borrowing base
          certificate.

          The borrowings  under the revolving credit facility are secured by the
          Company's  inventories 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 28, 2002.

     (b)  10% Senior  Notes - The senior  notes were issued  under an  Indenture
          Agreement  (the  "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 senior notes
          bear interest at the rate of 10% payable semi-annually, in arrears, on
          June 15 and December 15 of each year,  having  commenced  December 15,
          1997.

          The senior 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.  Upon  the  occurrence  of a  change  of
          control,  holders  of the senior  notes have the right to require  the
          Company  to  repurchase  all or a  portion  of the  senior  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.

                                      F-13
<PAGE>

          During 2002, the Company purchased $6.7 million of its senior notes on
          the open market at par and retired them.

6.   FAIR VALUE OF FINANCIAL INSTRUMENTS

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

                                   December 29, 2001     December 28, 2002
                                   Carrying     Fair     Carrying    Fair
                                    Amount      Value     Amount     Value
                                                (in thousands)
Debt:
     Revolving credit facility      $   --     $   --     $  2,693   $  2,693
     10% senior notes                155,000    149,188    148,300    146,076
     Notes receivable - current       11,075     11,075     12,337     12,337
     Notes receivable - long-term      7,464      7,464      7,981      7,981


     The fair value of the 10% senior notes as of December 29, 2001 and December
     28,  2002 is based on  trade  prices  of  96.25  and  98.50,  respectively,
     representing  yields of 10.9% (as of  December  29,  2001) and 10.5% (as of
     December 28, 2002),  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.

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

7.   ACCRUED EXPENSES

     Accrued expenses consist of the following:

                                               December 29,   December 28,
                                                   2001          2002
                                                     (in thousands)

     Employee benefits                           $ 9,848        $ 9,822
     Due to vendors/customers                      9,523          9,848
     Other                                         6,831          7,475
     Legal and environmental                       2,266          3,764
     Interest                                        605            531
                                                 -------        -------
                                                 $29,073        $31,440
                                                 =======        =======

8.   RETIREMENT

     a.   Pension  Plans  - The  Company  maintains  a  noncontributory  defined
          benefit pension plan covering  substantially  all of its noncollective
          bargaining  employees.  The Company would make annual contributions if
          required to the plan 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.

                                      F-14
<PAGE>

     The following table provides information for the pension plan:

                                                     December 29,   December 28,
                                                         2001           2002
                                                           (in thousands)

     Change in benefit obligation:
       Benefit obligation at beginning of year        $ 46,312         $ 49,533
       Service cost                                        705              816
       Plan change                                        --                 37
       Interest cost                                     3,482            3,498
       Actuarial loss                                    2,817            3,129
       Benefits paid                                    (3,783)          (3,837)
                                                        ------           ------
     Benefit obligation at end of year                $ 49,533         $ 53,176
                                                      ========         ========


                                                      December 29,  December 28,
                                                         2001           2002
                                                            (in thousands)

     Change in plan assets:
       Fair value of plan assets at beginning of year $ 54,312         $ 53,946
       Actual return on plan assets                      3,417            3,750
       Benefit payments                                 (3,783)          (3,837)
                                                        ------           ------
     Fair value of plan assets at end of year         $ 53,946         $ 53,859
                                                      ========         ========

     Reconciliation of funded status:
       Funded status (fair value of plan assets
       less benefit obligation)                       $  4,413         $    683
       Unrecognized net actuarial loss                  13,587           17,681
       Unrecognized prior service cost                      94              112
                                                            --              ---
     Prepaid benefit cost                             $ 18,094         $ 18,476
                                                      ========         ========

     The Company has included the prepaid  benefit cost of  approximately  $18.1
     million and $18.5 million in other assets for the years ended  December 29,
     2001 and December 28, 2002, respectively.

     Net pension cost includes the following components:

<TABLE>
<CAPTION>
                                                     December 30,  December 29,  December 28,
                                                       2000           2001          2002
                                                                 (in thousands)
     <S>                                               <C>          <C>          <C>
     Service cost                                      $   644      $   705      $   816
     Interest cost                                       3,427        3,482        3,498
     Expected return on plan assets                     (4,526)      (5,104)      (5,069)
     Amortization of prior service cost                     14           14           18
     Amortization of net loss from earlier periods        --           --            355
                                                          ----         ----           ---
                                                       $  (441)     $  (903)     $  (382)
                                                       =======      =======      =======
</TABLE>

                                      F-15
<PAGE>

      For the fiscal years ended December 30, 2000, December 29, 2001 and
      December 28, 2002, the following actuarial assumptions were used:

                                      December 30, December 29, December 28,
                                         2000         2001         2002

     Weighted average discount rate       7.75 %     7.25 %       6.75 %
     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        8.25

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

      Year Ended                                                (in thousands)

      December 30, 2000                                            $1,109
      December 29, 2001                                             1,266
      December 28, 2002                                             1,460

     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 60% of their total  compensation (as defined in the savings
          plan), subject to statutory limitations. A contribution of up to 5% is
          considered  to be a  "basic  contribution"  and  the  Company  makes a
          matching   contribution   equal  to  a  designated   percentage  of  a
          participant's  basic contribution (which all may be subject to certain
          statutory   limitations).   Company  contributions  to  the  plan  are
          summarized below:

      Year Ended                                                 (in thousands)

      December 30, 2000                                             $ 215
      December 29, 2001                                               217
      December 28, 2002                                               230

9.   OTHER LONG-TERM LIABILITIES

     Other long-term liabilities consist of the following:

                                                     December 29,   December 28,
                                                        2001           2002
                                                          (in thousands)

     Deferred income tax liability, net               $ 7,159        $ 7,361
     Environmental and other                              436            439
     Employee benefits                                    280            224
                                                        -----         ------
                                                      $ 7,875        $ 8,024
                                                      =======        =======

                                      F-16
<PAGE>

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   consolidated   financial
     position, cash flows or results of operations.

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

     Leases  - The  Company  conducts  certain  of its  operations  from  leased
     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 lease,
     as  amended  expires in 2018 with two  five-year  renewal  options.  Rental
     payments under the lease are  approximately  $3.1 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  $2.9 million for the first ten years and approximately  $3.2
     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 28, 2002:

                                                    Capital      Operating
     Fiscal Year Ending                             Leases        Leases
                                                       (in thousands)

     2003                                           $ 186        $10,417
     2004                                             186          9,439
     2005                                             186          8,423
     2006                                             186          8,260
     2007                                             186          7,395
     Thereafter                                     2,452         62,878
                                                    -----         ------
     Net minimum lease payments                     3,382       $106,812
                                                                ========
     Less interest                                  1,381
                                                    -----

     Present value of net minimum lease payments
      (including current installments of $60)     $ 2,001
                                                  =======

     Total rent expense included in operations was as follows:

     Year Ended                                                 (in thousands)

     December 30, 2000                                              $12,064
     December 29, 2001                                               11,365
     December 28, 2002                                               11,595

                                      F-17
<PAGE>

     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  $4.7 million and $6.0 million on standby letters
     of credit  with a bank as of  December  29,  2001 and  December  28,  2002,
     respectively.

     Guaranty - The  Company has issued  certain  performance  guarantees  in an
     aggregate  amount  of   approximately   $2.0  million  which  decreases  by
     approximately  $.5 million per year  through  September  2006.  The Company
     would be obligated to perform under the  guarantees if the primary  obligor
     defaulted on its payment  obligations.  As of the opinion date,  management
     has assessed the likelihood of the primary obligor's default as low.

     Employment  Agreements - The Company has employment agreements with two key
     executives,  which are scheduled to 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 were paid in fiscal  2002.  In  addition,  the
     executives  are entitled to  additional  compensation  upon  occurrence  of
     certain events.

11.  EQUITY

     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, based on its results for year ended December 28,
     2002,  the Company is permitted to pay dividends up to  approximately  $6.6
     million;  however,  the Company expects to request an amendment to its loan
     agreement to permit the payment of a $10 million dividend in 2003.

12.  OTHER INCOME - NET

     Other income consists of the following:

                                        December 30,  December 29,  December 28,
                                            2000         2001          2002
                                                  (in thousands)

     Interest income                       $2,532        $2,512        $1,933
     Net gain on disposal of assets            33           528          --
     Other - net                              952           735           803
                                              ---           ---           ---
                                           $3,517        $3,775        $2,736
                                           ======        ======        ======

                                      F-18
<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:

                                                        December 29,December 28,
                                                             2001        2002
                                                              (in thousands)

     Deferred tax assets:
       Allowance for doubtful accounts                      $ 2,191    $ 2,235
       Accrued expenses not deductible until paid               697        751
       Difference between book and tax basis of property        121          3
                                                                ---          -

     Deferred tax assets                                      3,009      2,989

     Deferred tax liabilities:
       Pension asset valuation                               (7,280)    (7,364)
                                                             ------     ------

     Net deferred tax liabilities                           $(4,271)   $(4,375)
                                                            =======    =======

     As of December 28, 2002,  the Company had a liability  for current taxes of
     approximately  $.7 million.  The deferred tax liabilities of  approximately
     $7.3 million and $7.4 million  were netted  against long term  deferred tax
     assets of $.1  million and $0 and  included in other long term  liabilities
     for the years ended December 29, 2001 and December 28, 2002, respectively.

     The income tax provision consists of the following:

                               December 30,     December 29,    December 28,
                                 2000              2001              2002
                                             (in thousands)
     Current income tax         $   292        $ 8,815        $ 9,378
     Deferred income tax          8,236          1,966            104
                                  -----          -----            ---
                                $ 8,528        $10,781        $ 9,482
                                =======        =======        =======

     A  reconciliation  of the  Company's  effective tax rate with the statutory
     Federal tax rate is as follows:
<TABLE>
<CAPTION>
                                                      December 30, December 29, December 28,
                                                          2000        2001         2002
                                                                   (in thousands)
     <S>                                                <C>         <C>         <C>
     Tax at statutory rate                              $ 6,551     $ 8,007     $ 7,950
     State and local taxes - net of Federal benefit       1,234       2,010       1,532
     Permanent differences - goodwill                       743         764        --
                                                            ---         ---
                                                        $ 8,528     $10,781     $ 9,482
                                                        =======     =======     =======
</TABLE>

                                      F-19
<PAGE>

14.  RELATED PARTY TRANSACTIONS

     A  director/senior  officer of the  Company is a  director  of a  customer.
     During each of the three years in the period ended  December 28, 2002,  the
     Company  sold  various  products  in the  amounts of  approximately  $ 45.9
     million, $ 47.1 million and $49.0 million, respectively, to this customer.

     A  director  of the  Company  is a partner  in a firm that  provides  legal
     services  to  the  Company  on  an  on-going   basis.   The  Company   paid
     approximately  $.1  million  during  each of the three  years in the period
     ended December 28, 2002, to the law firm for legal services.

     The  Company  employs  the  services  of a risk  management  and  insurance
     brokerage firm that is controlled by a director of the Company. Included in
     the statement of income are fees paid to the related party of approximately
     $.2 million during each of the three years in the period ended December 28,
     2002. The Company purchased  insurance with premiums of approximately  $3.0
     million from this insurance brokerage firm in fiscal 2002.

     The Company  recorded income of approximately  $.07 million,  $0 and $0 for
     each  of  the  three  years  in  the  period   ended   December  28,  2002,
     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/senior  officers of the
     Company  approximately  $.2 million each.  The loans bear interest at 4.75%
     per annum and are due in April 2005. As of December 28, 2002, approximately
     $.1 million was  outstanding  on each loan which is included in current and
     long term notes receivable.

15.  MAJOR CUSTOMERS

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

     During the year ended December 29, 2001, sales to two individual  customers
     represented  24.9% and 14.0% of net sales,  respectively,  and additionally
     sales to a group of customers represented 14.7%.

     During the year ended December 28, 2002, sales to two individual  customers
     represented  25.0% and 13.9% of net sales,  respectively,  and additionally
     sales to a group of customers represented 14.9%.


                                      F-20
<PAGE>

                                                                   Schedule II
DI GIORGIO CORPORATION AND SUBSIDIARIES


VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

     Allowance for doubtful accounts for the period ended:

     December 30, 2000                  4,729        700      (39)(1)     5,038

     December 29, 2001                  5,038        500      (28)(1)     5,256

     December 28, 2002                  5,256        500     (731)(1)     5,025


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


                                      S-1