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 29, 2001

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

     For the transition period from ______ to _____

     Commission File Number: 1-1790

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

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

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

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

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

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


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


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

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

As of February 27, 2002, there were outstanding 78.1158 shares of Class A Common
Stock and 76.8690 shares of Class B Common Stock.  The aggregate market value of
the voting  stock held by  non-affiliates  of the  registrant  is $0 because all
voting stock is held by affiliates of the registrant.


<PAGE>



                                     PART I


ITEM 1.  BUSINESS.

Overview


Di  Giorgio  Corporation  (the  "Company")  is  one of  the  larger  independent
wholesale food distributors in the New York City metropolitan area, which is one
of the larger retail food markets in the United States.  During 2001 the Company
achieved i) increased net income for the fourth  straight year to $12.1 million,
ii) increased  EBITDA (see "Reduced  Leverage") for the fourth  straight year to
$46.3 million, and iii) its tenth straight year of increased revenue to $1,538.8
million.  These figures  represent  increases  over 2000 net income,  EBITDA and
revenue of 12.6%, 8.6% and 2.9% respectively.

Since the 1997 refinancing which extended the Company's debt maturities, reduced
interest  expense,  and  improved  its  financial  flexibility,  the Company has
produced  steady annual earnings  growth and  deleveraged  itself  significantly
while  broadening its customer  base.  From 1997 through 2001,  earnings  before
extraordinary  items (this  excludes  premiums  incurred as a result of the 1997
refinancing) have increased at a compounded annual growth rate of 20.5%. Revenue
and  EBITDA  experienced  compounded  annual  growth  rates  of  9.5%  and 4.8 %
respectively during the same period.

Across its grocery,  frozen and  refrigerated  product  categories,  the Company
supplies  approximately  17,400  food  and  non-food  items  (excluding  certain
cross-docked  items),  comprised  predominantly of national brand name items, to
more than 1,800  customer  locations.  The  Company  serves  supermarkets,  both
independent retailers (including members of voluntary  cooperatives) and chains,
principally in the five boroughs of New York City, Long Island,  New Jersey and,
to a lesser extent, the greater  Philadelphia  area.  Approximately 900 grocery,
frozen and  refrigerated  items are offered  with the  Company's  White  Rose(R)
label.

Products

General.   Management   believes  that  the  distribution  of  multiple  product
categories  gives the Company an advantage  over certain of its  competitors  by
affording  customers the ability to purchase  grocery,  frozen and  refrigerated
products from a single supplier.  In addition to its large breadth of nationally
branded merchandise offered in its grocery, frozen and refrigerated  categories,
the Company is able to  merchandise  its  well-recognized  White  Rose(R)  label
consistently  across all three  categories  of  products.  While some  customers
purchase items from all three product lines, others purchase items from only one
or two product lines.

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

Customer Support Services. The Company offers a broad spectrum of retail support
services,  including  advertising,  promotional  and  merchandising  assistance;

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<PAGE>

retail  operations  counseling;   computerized  ordering  services;   technology
support;  insurance  and  coupon  redemption  services;  and  store  layout  and
equipment planning.  Under the Company's  insurance program,  the Company offers
customers  the  ability to  purchase  liability,  property  and crime  insurance
through  a  master  policy.  Through  its  technologies  division,  the  Company
distributes and supports  supermarket  scanning  (front-end)  equipment which is
compatible with the Company's information systems. The Company also offers store
engineering and sanitation  inspection  services and arranges  security services
for its customers. The Company has a staff of retail counselors who visit stores
on a regular basis to both represent the Company and to advise store  management
regarding their operations. The Company's larger independent and chain customers
generally  provide their own retail  support.  Most of the  Company's  customers
utilize the  Company's  computerized  order entry  system,  which allows them to
place and confirm orders 24 hours a day, 7 days a week.

The Company periodically  provides financial assistance to independent retailers
by providing (i) financing for the purchase of new locations; (ii) financing for
the  purchase  of  inventories,   store  fixtures,   equipment,   and  leasehold
improvements;  (iii) extended payment terms for initial inventories; and/or (iv)
working  capital  requirements.  The primary  purpose of such  assistance  is to
provide a means of continued  growth for the Company through  development of new
customer store locations and the enlargement and remodeling of existing  stores.
Generally, customers receiving financing purchase the majority of their grocery,
frozen and  refrigerated  inventory  requirements  from the  Company.  Financial
assistance is usually in the form of a secured,  interest-bearing  loan, usually
repayable  over a period of one to three years.  As of December  29,  2001,  the
Company's customer financing portfolio had an aggregate balance of approximately
$18.4 million.  The portfolio  consisted of 62 loans ranging in size from $2,394
to $4.0 million.

Through its website,  EasyGrocer.com,  the Company has  developed a  proprietary
electronic  commerce  system with the specific  needs of its customers and their
retail  consumer  in  mind.  The  number  of   participating   stores,   in  the
EasyGrocer.com program, increased to 50 in December 2001. It allows consumers to
do their grocery  shopping  online 24 hours a day from the  convenience of their
home or office. Unlike many other services, EasyGrocer.com is a network of local
grocery merchants  familiar with the specific needs,  including ethnic products,
of their  community.  Consumers are able to shop the full  inventory of specific
stores they have frequented in the past.  Substantially  all products offered by
the supermarket are listed,  including groceries,  meat, produce,  dairy, frozen
food and health and beauty  aids.  Orders may be  delivered  or picked up at the
store.

White  Rose(R)  Label.  The  White  Rose(R)  private  label  brand   merchandise
consisting of over approximately 900 grocery,  frozen and refrigerated  products
has been  marketed  in the New York  metropolitan  area for over 115 years.  The
White Rose(R) brand is recognized for quality merchandise and allows independent
retail  customers to carry a  recognized  label across  numerous  product  lines
similar to chain stores while providing consumers with an attractive alternative
to national brands. Products under the White Rose(R) brand are formulated to the
Company's specifications, often by national brand manufacturers, and are subject
to random  testing to ensure  quality.  Management  believes  that White Rose(R)
labeled  products  generally  produce  higher  margins  for its  customers  than
national  brands,  and help the  Company  attract  and retain  customers.  White
Rose(R) label sales represented approximately 3% of 2001 sales.


                                       2
<PAGE>


Markets and Customers

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

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

The Met(R) and  Pioneer(R)  trade names are owned by the Company,  however,  the
customers using the trade names are independently owned and operated. Membership
in these  voluntary  cooperatives  enables a customer to take  advantage  of the
benefits of advertising and  merchandising on a scale usually  available only to
large chains,  as well as certain other retail support services  provided by the
Company. As part of the cooperative  arrangement,  these customers are obligated
to purchase the majority of their grocery,  frozen food and refrigerated product
requirements  from the Company,  thereby enhancing the stability of this portion
of the Company's customer base. These customers represented  approximately 14.2%
and 14.5% of net sales for the years ended  December  30, 2000 and  December 29,
2001, respectively.

During the  fifty-two  weeks ended  December 29,  2001,  the  Company's  largest
customers,  A&P and  Associated,  accounted for  approximately  24.9% and 14.0%,
respectively,  of net sales, and the Company's five largest customers  accounted
for 52.7% of net  sales.  From  1997 to 2001,  sales to the  Company's  top five
customers  have  shrunk as a  percentage  of net sales from 64.2% to 52.7%.  The
Company   and/or   certain  of  its  executive   officers   have   long-standing
relationships with most of the principal  customers of the Company.  The loss of
certain of these principal customers or a substantial  decrease in the amount of
their purchases could be disruptive to the Company's business.


Warehousing and Distribution

Due to the  different  storage  and  distribution  requirements  of  each of the
Company's  product lines,  the Company handles each product line from a separate
distribution  center.  Each of the three  facilities  are  equipped  with modern
equipment for receiving,  storing and shipping large  quantities of merchandise.
In addition,  each of the Company's distribution facilities are fully integrated
through the Company's computer,  accounting,  and management information systems
to promote  operating  efficiency  and  coordinated  quality  customer  service.

                                       3
<PAGE>

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

The  Company's  trucking  system  consists  of 121  tractors  (all of which  are
leased),  344 trailers (of which 291 are leased) and 2 trucks (both of which are
leased).  In addition,  the Company  rents  trailers on a monthly  basis to meet
seasonal demand. On approximately 18% of its deliveries,  the Company is able to
arrange   "backhauls"  of  products  from  manufacturers'  or  other  suppliers'
distribution  facilities  located in the markets served by the Company,  thereby
enabling the Company to reduce its costs. The Company regularly uses independent
owner/operators to make deliveries on an "as needed" basis to supplement the use
of its own  employees  and  equipment.  The Company  makes  approximately  5,500
deliveries   per  week  to  its  customers   with  a  combination   of  its  own
transportation fleet and that of third parties.


Purchasing

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


Competition and Trademarks

The wholesale food distribution  industry is highly competitive.  The Company is
one of the larger independent wholesale food distributors to supermarkets in the
New York City  metropolitan  area.  The Company's  principal  competitors in all
three product categories,  are C&S Wholesale Grocers,  Inc. and Bozzuto's,  Inc.
Krasdale Foods,  Inc.,  General Trading Co., and Northeast  Frozen Foods are the


                                       4
<PAGE>

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

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

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

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

Reduced leverage

Since  1997,  the  Company  reduced  its debt by $39.9  million,  of which $19.7
million  relates to its bank  credit  facility,  which had zero  outstanding  at
December  29,  2001.  The Company has also  improved its ratio of debt to EBITDA
from 5.45x in 1997 to 3.39x in 2001. The ratio of EBITDA to interest in 2001 was
2.91x versus 1.65x in 1997.  Stockholder's  equity  increased  from a deficit of
$3.1  million at December 27, 1997 to $21.0  million at December  29,  2001.  In
addition,  the Company had  additional  borrowing  capacity of $85.3  million at
December 29, 2001 under the Company's then current  borrowing base  certificate,
exclusive of $1.5 million of cash  invested  with the bank, as compared to $61.2
million of availability at December 27, 1997.

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


Seasonality

Typically, the fiscal fourth quarter is the Company's strongest quarter in terms
of  profitability  with the fiscal  third  quarter  the  weakest.  The  historic
comparative  weakness of the third  quarter has been  mitigated  somewhat by the
Company's  increased sales outside of New York City,  especially since 1997. The
increased  sales  outside of New York City are  either in areas that  experience


                                       5
<PAGE>

higher  summer  sales (such as along the New Jersey  shore) or in areas that are
more resistant to seasonal fluctuations.

Employees

As of January 18, 2002, the Company  employed  1,353  persons,  of whom 884 were
covered  by  collective   bargaining   agreements  with  various   International
Brotherhood of Teamsters locals.

The  Company is a party to certain  collective  bargaining  agreements  with its
warehouse  and  trucking  employees  at  its  refrigerated  operation  (expiring
November  2005),  its grocery  operation  (warehouse  expiring  October 2002 and
trucking expiring May 2005) and its frozen operation (expiring January 2004).

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

Relationship with Independent Auditors

The  Company  has  agreed to pay  Deloitte & Touche LLP  ("D&T")  $225,000  plus
expenses  up to $12,000  for the audit of the year ended  December  29, 2001 and
paid $215,000 plus expenses of $12,000 for the prior year. In 2001,  the Company
paid D&T $17,400 for certain research and other accounting matters.  The Company
did not engage D&T for any consulting services during 2000 or 2001.



                                       6
<PAGE>




ITEM 2.  PROPERTIES

The Company's three distribution facilities and data center are set forth below.


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

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

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

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

The  aggregate  operating  lease  rent  paid in  connection  with the  Company's
facilities was approximately $5.1 million in fiscal 2001.

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

On August 31,  2001,  the Company  signed  amendments  to its grocery and frozen
warehouse  leases  which  provide  for,  among  other  things,  the  addition of
approximately  100,000 square feet of additional frozen warehouse space and 8.88
acres of additional land to be used for trailer  parking.  The aggregate  annual
rent obligation,  when the expansion is completed,  will rise,  depending on the
then current interest rate, by approximately  $1.3 million.  The Company expects
the  additional  rent to be  offset by  increased  productivity  and  additional
business.  The expansion plans were  precipitated by the need to expand capacity
to accommodate product requirements of customers without  compromising  service.
The  expansion  will bring the total  square  footage of the frozen  facility to
approximately 279,000 square feet, with completion expected by the fourth fiscal
quarter of 2002. In addition,  the grocery  facility lease in Carteret  provides
for expansion of up to 161,000 square feet.


ITEM 3.  LEGAL PROCEEDINGS.

The Company is involved in claims, litigation and administrative  proceedings of
various types in various  jurisdictions.  In addition, the Company has agreed to
indemnify various transferees of its divested operations with respect to certain
known and  potential  liabilities  that may arise  out of such  operations.  The
Company also has incurred,  and may in the future incur, liability arising under
environmental laws and regulations in connection with these divested  properties
and properties presently owned or acquired. Although management believes that it


                                       7
<PAGE>

has  established  adequate  reserves  for known  contingencies,  there can be no
assurances that the costs of environmental remediation or an unfavorable outcome
in any litigation or governmental  proceeding will not have an adverse effect on
the Company.

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

The Company  has  recorded  an  estimate  of its total  potential  environmental
liability arising from specifically identified environmental problems (including
those discussed  below) in the amount of  approximately  $658,000 as of December
29,  2001.  The Company  believes  the  reserves are adequate and that known and
potential  environmental  liabilities will not have a material adverse effect on
the Company's financial condition.  However,  there can be no assurance that the
identification  of  contamination  at its current or former  sites or changes in
cleanup requirements would not result in significant costs to the Company.

The  Company  is now  responsible  for  the  monitoring  (cleanups  having  been
completed) of a site previously owned and operated by the Company located in St.
Genevieve, Missouri. During 2001, the Company received a final approval from the
state of Michigan  with  respect to the  Company's  completed  remediation  of a
facility located in Three Rivers, Michigan.

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

Litigation.  The Company's  motion for summary  judgment in the action  entitled
Twin County Grocers,  Inc. et al. v. Food Circus  Supermarkets,  Inc. et al., in
which the Company was named a defendant,  was granted in its  entirety.  Despite
plaintiff's  filing of a notice of appeal,  the  Company  remains  committed  to
defending its position that all of the allegations are without merit.

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

                                       8
<PAGE>


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

         None.


                                     PART II

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

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

The Company paid a dividend of $5.3 million in December 2001. The ability of the
Company to pay dividends is governed by restrictive  covenants  contained in the
indenture  governing  its publicly  held debt as well as  restrictive  covenants
contained in the Company's senior bank lending arrangement. As a result of these
restrictive  covenants,  based on its  results for the year ended  December  29,
2001,  the  Company is  permitted  to pay  dividends  up to  approximately  $6.0
million.


                                       9
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA.

     The following table sets forth selected  historical data of the Company for
the  periods  indicated.  Such  data  should  be read in  conjunction  with  the
consolidated financial statements and related notes included herein.


<TABLE>
<CAPTION>
                                        Year Ended       Year Ended       Year Ended    Year Ended     Year Ended
                                       December 27,      January 2,       January 1,    December 30,   December 29,
                                           1997           1999 (c)            2000         2000           2001
                                       ----------------------------------------------------------------------------

<S>                                    <C>              <C>              <C>           <C>           <C>
Income Statement Data:
Total revenue                          $ 1,071,800      $ 1,196,933      $ 1,413,827   $ 1,495,398   $ 1,538,824
Gross profit(a)                            112,633          121,939          138,971       144,996       151,313
  Warehouse expense                         42,453           49,440           51,865        52,233        54,123
  Transportation expense                    22,042           24,719           26,607        28,387        29,570
  Selling, general and
    administration expenses                 21,598           22,760           25,834        29,443        29,526
  Facility integration and
    abandonment expense                       --              4,173             --            --            --
  Amortization--excess of cost over
    net assets acquired                      2,459            2,460            2,425         2,425         2,425
Operating income                            24,081           18,387           32,240        32,508        35,669
  Interest expense                          21,890           18,170           16,679        16,028        15,917
  Amortization--deferred financing
    costs                                      944              721              764           730           651
  Other (income), net                       (3,242)          (9,534)(e)       (2,744)       (3,517)       (3,775)
Income (loss) from continuing
  operations before income taxes and
  extraordinary items                        4,489            9,030           17,541        19,267        22,876
Income taxes                                (1,241)           4,449            7,872         8,528        10,781
Income (loss) from continuing
   operations before extraordinary
   items                                     5,730            4,581            9,669        10,739        12,095
Extraordinary (loss)/gain on
   extinguishment of debt, net of tax       (8,693)            (201)            --            --            --
Net (loss) income                      $    (2,963)     $     4,380      $     9,669   $    10,739   $    12,095


<CAPTION>
                                       December 27,      January 2,       January 1,    December 30,   December 29,
                                           1997           1999 (c)            2000         2000           2001
                                       ----------------------------------------------------------------------------
<S>                                    <C>              <C>              <C>           <C>           <C>


Balance Sheet Data:
Total assets                           $   279,961      $   274,828      $   273,406   $   289,801   $   290,936
Working capital                             23,365           41,117           56,397        56,238        73,612
Total debt including capital leases        196,966          178,127          164,069       167,531       157,058
Total stockholder's equity                  (3,081)(b)       (3,701)(d)        5,968        14,207        21,002
(deficiency)
-----------
<FN>
(a)  Gross profit excludes warehouse expense shown separately.

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

(c)  Represents a 53 week fiscal year.

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

(e)  Includes $7.2 million  consideration  pursuant to an agreement with Fleming
     Companies, Inc.
</FN>
</TABLE>


                                       10
<PAGE>


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

Forward- Looking Statements



Forward-looking  statements  in this  Form  10-K  include,  without  limitation,
statements   relating   to  the   Company's   plans,   strategies,   objectives,
expectations,  intentions and adequacy of resources and are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
These  statements  may be  identified  by  their  use  of  words  like  "plans",
"expects",   "aims",   "believes",   "projects",    "anticipates",    "intends",
"estimates",  "will", " should",  "could",  and other  expressions that indicate
future events and trends.  These  forward-looking  statements  involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance or  achievement of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such  forward-looking  statements.  These factors  include,  among  others,  the
following:  general economic and business  conditions and those in particular in
the  New  York  City  metropolitan  area;  the  Company's  reliance  on  several
significant   customers;   potential   losses  from  loans  to  its   retailers;
restrictions  imposed by the documents  governing  the  Company's  indebtedness;
current  wholesale  competition,  as well as future  competition  from presently
unknown sources;  competition in the retail segment of the supermarket business;
the Company's labor relations;  potential  environmental  liabilities  which the
Company may have;  dependence on key personnel;  changes in business regulation;
business  abilities  and  judgment of  personnel;  and changes in, or failure to
comply with government  regulations;  potential commercial vehicle restrictions;
inflation  especially with respect to wages and energy costs; and the results of
terrorism or terrorist acts against the Company.


Results of Operations


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

Net sales for the fifty-two weeks ended December 29, 2001 were $1,530.9  million
as compared to $1,488.1 million for the fifty-two weeks ended December 30, 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 the  fifty-two  weeks ended  December 29, 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 for the fifty-two  weeks ended  December 29, 2001 as 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.  The Company has, and will
continue to, take steps to maintain and improve its  margins;  however,  factors
such as the  additions  of high  volume,  lower  margin  customers,  changes  in
manufacturers'  promotional  activities,  changes in product mix, or competitive


                                       11
<PAGE>

pricing  pressures may have an effect on gross margin.  It is uncertain  whether
the higher gross margins  realized in the second and third quarters of 2001, but
missing in the fourth quarter of 2001, will continue.

After excluding final shutdown  expenses relating to the Company's former Garden
City facility (which 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 the  fifty-two  weeks ended  December 29, 2001 as 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 the
fifty-two  weeks  ended  December  29,  2001 as 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 the  fifty-two  weeks ended  December 29, 2001 as 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 the fifty-two
weeks ended December 29, 2001 as compared to $3.5 million for the prior period.

Interest  expense  decreased  to $15.9  million  for the  fifty-two  weeks ended
December 29, 2001 from $16.0  million for the prior period due to lower  average
outstanding levels of the Company's debt.

The Company  recorded an income tax provision of $10.8 million,  resulting in an
effective income tax rate of 47% for the fifty-two weeks ended December 29, 2001
as compared to a provision of $8.5 million resulting in an effective rate of 44%
in the prior period as a result of a the Company's  higher  statutory rates. The
Company's  estimated  effective  tax rate is higher than the  statutory tax rate
primarily  because  of  the   nondeductibility   of  certain  of  the  Company's
amortization  of the excess of cost over net assets  acquired.  The Company paid
approximately $8.0 million in estimated federal tax in 2001.

The Company  recorded net income for the fifty-two weeks ended December 29, 2001
of $12.1 million as compared to $10.7 million in the prior period.


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

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

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

Gross margin  (excluding  warehouse  expense)  decreased to 9.7% of net sales or
$145.0  million for the fifty-two  weeks ended  December 30, 2000 as compared to
9.9% of net  sales or $139.0  million  for the  prior  period,  as a result of a
change in mix of both customers and products sold.

                                       12
<PAGE>

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

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

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

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

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

The Company  recorded an income tax provision of $8.5  million,  resulting in an
effective income tax rate of 44% for the fifty-two weeks ended December 30, 2000
as compared to a provision of $7.9 million resulting in an effective rate of 45%
in the prior period. The Company's  estimated effective tax rate was higher than
the statutory tax rate primarily because of the  nondeductibility  of certain of
the Company's amortization of the excess of cost over net assets acquired.

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


Liquidity and Capital Resources

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

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.
Borrowings  under  the  Company's  revolving  bank  credit  facility  were  zero
(excluding $4.7 million of outstanding  letters of credit) at December 29, 2001.
Additional  borrowing capacity of $85.3 million was available at that time under
the Company's then current borrowing base certificate  exclusive of $1.5 million
of cash invested with its agent bank.

                                       13
<PAGE>

During the  fifty-two  weeks ended  December  29, 2001,  cash flows  provided by
operating  activities were $7.3 million,  consisting primarily of cash generated
from income before non-cash  expenses of $21.5 million,  an increase in accounts
payable  of  $1.3  million,  and an  increase  in  accrued  expenses  and  other
liabilities  of $2.7  million,  offset  mainly by  increases in (i) accounts and
notes  receivable of $14.4 million,  (ii)  inventory of $1.8 million,  and (iii)
other assets of $1.9 million.

Cash  flows  used in  investing  activities  during the  fifty-two  weeks  ended
December 29, 2001 were approximately  $1.9 million,  which were used exclusively
for capital expenditures.  Net cash used in financing activities of $5.3 million
was  primarily  for a  dividend  paid in  December  of 2001.  In  addition,  net
repayments  under the bank credit facility of $10.4 million were offset by $10.5
million of proceeds from note participation sales discussed below.

EBITDA was $46.3 million  during the fifty-two  weeks ended December 29, 2001 as
compared to $42.6 million in the prior period.  The Company has presented EBITDA
supplementally  because management believes this information is useful given the
significance of the Company's  depreciation  and amortization and because of its
highly leveraged  financial  position.  This data should not be considered as an
alternative  to any measure of  performance  or liquidity as  promulgated  under
generally  accepted  accounting  principles  (such  as net  income/loss  or cash
provided by/used in operating,  investing and financing activities),  nor should
it be considered as an indicator of the Company's overall financial performance.
Also,  the EBITDA  definition  used herein may not be  comparable  to  similarly
titled measures reported by other companies.

The  consolidated  indebtedness  of the Company  decreased to $157.1  million at
December  29,  2001  as  compared  to  $167.5  million  at  December  30,  2000.
Stockholders' equity was $21.0 million on December 29, 2001 as compared to $14.2
million on December 30, 2000.  Based on its results for the year ended  December
29,  2001,   the  Company  is  currently   permitted  to  pay  dividends  up  to
approximately $6.0 million.

The effect of FASB 143, "Goodwill and other intangibles  assets," is expected to
add $2.2  million to net  income in 2002.  See notes to  consolidated  financial
statements.

The Company  currently  does not expect to spend more than $3.0  million  during
2002 on capital  expenditures,  but the Company may purchase certain assets used
in its business instead of leasing them due to economic conditions.

The Company  expended  less than $10,000 in fiscal 2001 in  connection  with the
environmental  remediation of certain presently owned or divested properties and
does not expect to expend more than  approximately  $200,000 in fiscal 2002.  At
December  29,  2001,   the  Company  has  reserved   $658,000  for  those  known
environmental  liabilities.  The  Company  intends  to finance  the  remediation
through internally  generated cash flow or borrowings.  Management believes that
should the Company become liable as a result of any adverse determination of any
legal or governmental  proceeding in a material  amount beyond its reserves,  it
could have an adverse effect on the Company's liquidity position.

In each quarter of 2001, the Company sold non-recourse, senior participations in
selected  portfolios of its customer  notes to various  banks at par.  Aggregate
proceeds  from the sales were $10.5  million.  All  proceeds  were used to repay
amounts under the bank credit facility or provide working  capital.  The primary


                                       14
<PAGE>

reason for these  sales was to enhance  the  Company's  ability to lend money to
customers within the confines of its financing agreements.  The Company may sell
additional participations from time to time.

Although the Company's  employees shared the pain and anguish of the destruction
of the Twin Towers in New York City,  the Company did not  experience a material
negative  financial  impact because of it. The Company's  deliveries to New York
were delayed along with those of its competitors in the immediate  aftermath due
to delays crossing the Hudson River. However, within a short period of time, the
Company's trucks were delivering products on a fairly normal schedule.

Under the terms of the Company's revolving bank credit facility,  the Company is
required to meet certain  financial tests,  including  minimum interest coverage
ratios.  As of  December  29,  2001,  the  Company  was in  compliance  with its
covenants.

The Company is considering two  transactions  which may use up to $20 million of
the Company's  available cash each involving an unconsolidated  affiliate of the
Company.  Any  liabilities of these two new entities would be nonrecourse to the
Company.  The  receivables  generated from  transactions  with these  affiliated
entities  would be excluded  from the Company's  borrowing  base for purposes of
determining the amount the Company could borrow under its bank credit  facility.
Both transactions are in markets other than the Company's primary market and are
in businesses  related to the Company's primary business.  The Company will need
the  consent of its  lenders to enter into these  transactions.  If the  Company
decides  to proceed  with  either or both of these  transactions,  it expects to
complete them within three to six months.

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



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in the interest  rates on its
bank credit  facility.  Any  outstanding  loan balance under the Company's  bank
credit facility bears interest at a variable rate based on prevailing short-term
interest  rates  in the  United  States  and  Europe.  Based on  2001's  average
outstanding  bank debt, a 100 basis point change in interest  rates would change
interest  expense  by  approximately  $41,000.  For fixed  rate debt such as the
Company's  $155 million 10% senior notes,  interest rate changes affect the fair
market value of the senior notes but do not impact earnings or cash flows.

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


                                       15
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
                                                                           Page

Financial Statements

Consolidated Financial Statements of Di Giorgio Corporation and Subsidiaries

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

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

Consolidated Balance Sheets as of December 30, 2000 and December 29, 2001.. F-3

Consolidated Statements of Operations for each of the
 three years in the period ended December 29, 2001......................... F-4

Consolidated Statements of Changes in Stockholders'
 Equity (Deficiency) for each of the three years in the period
 ended December 29, 2001................................................... F-5

Consolidated Statements of Cash Flows for each of
 the three years in the period ended December 29, 2001..................... F-6

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



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


None


                                       16
<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)       53         Co-Chairman of the Board of Directors and
                                     Chief Executive Officer

Stephen R. Bokser         59         Co-Chairman of the Board of Directors,
                                     President, and Chief Operating Officer

Jerold E. Glassman (1)    66         Director

Emil W. Solimine (2)      57         Director

Charles C. Carella (3)    68         Director

Jane Scaccetti (3)        47         Director

Earle I. Mack (1,2)       65         Director

Michael S. Goldberg (2)   27         Director

Joseph R. DeSimone        62         Senior Vice President Distribution

Robert A. Zorn            47         Executive Vice President-Finance and
                                     Treasurer

Lawrence S. Grossman      40         Senior Vice President and Chief
                                     Financial Officer

Harlan Levine             40         Vice President, General Counsel
                                     and Secretary

George Conklin            41         Vice President of Logistics

Joseph Fantozzi           40         Senior Vice President and General
                                     Manager- White Rose Dairy Division of
                                     Di Giorgio

John Annetta              50         Senior Vice President and General
                                     Manager- White Rose Frozen Division of
                                     Di Giorgio

John J. Zumba             64         Senior Vice President

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

                                       17
<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.  Since prior to 1996,
Mr. Glassman has been Managing Partner of Grotta, Glassman & Hoffman, a law firm
which has its primary  office in Roseland,  New Jersey.  Mr.  Glassman is also a
director of 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,  Temple University
and Temple  University  Health  Systems,  and Firekey,  Inc. Ms.  Scaccetti is a
certified public accountant.

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

                                       18
<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.



                                       19
<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 the four most highly  compensated
executive officers of Di Giorgio whose cash compensation,  including bonuses and
deferred  compensation,  exceeded  $100,000  for the three  fiscal  years  ended
December 29, 2001.
<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,                           2001     $400,000     $550,000     $80,525        $2,550(2)
Co-Chairman of the Board of Directors      2000     $372,500     $470,000     $56,411        $2,550(2)
and Chief Executive Officer                1999     $325,000     $535,000        --          $2,400(2)


Stephen R. Bokser,                         2001     $400,000     $550,000     $80,525        $2,550(2)
Co-Chairman of the Board of Directors,     2000     $379,808     $450,000     $56,411        $2,550(2)
President, and Chief Operating Officer     1999     $325,000     $515,000        --          $2,400(2)


Robert A. Zorn,                            2001     $260,600     $ 55,000        --          $2,550(2)
Executive Vice President-Finance and       2000     $245,600     $ 40,000        --          $2,550(2)
Treasurer                                  1999     $230,600     $ 35,000        --          $2,400(2)


Joseph Fantozzi                            2001     $191,000     $ 90,000        --          $2,550(2)
Senior Vice President and General          2000     $174,000     $ 63,000        --          $2,550(2)
Manager of White Rose Dairy Division       1999     $157,000     $ 60,000        --          $2,400(2)


Lawrence S. Grossman                       2001     $186,000     $ 90,000        --          $2,550(2)
Senior Vice President and                  2000     $170,000     $ 60,000        --          $2,550(2)
Chief Financial Officer                    1999     $154,000     $ 55,000        --          $2,400(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  Company
     stock. The loan's 2001 interest rate was 7.28% and is payable over 5 years.
     Certain  incidental  personal benefits to executive officers of the Company
     may  result  from  expenses  incurred  by the  Company in the  interest  of
     attracting and retaining  qualified  personnel.  These incidental  personal
     benefits  made  available to executive  officers  during fiscal years 1999,
     2000, and 2001 are not described herein because the incremental cost to the
     Company of such benefits is below the  Securities  and Exchange  Commission
     disclosure threshold.

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

                                       20
<PAGE>

Employment Agreements

The Company is a party to an Agreement with Mr. Neff which runs through April 1,
2005.  Currently,  Mr. Neff is entitled to receive an annual  salary of $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.

The Company is a party to an Agreement  with Mr. Bokser which runs through April
1, 2005.  Currently,  Mr.  Bokser is  entitled  to  receive an annual  salary of
$400,000  pursuant to the  Agreement.  In  addition,  Mr.  Bokser  will  receive
additional  compensation (the "Additional  Compensation") upon the occurrence of
certain  change  of  control  type  of  events  or  distribution  of  assets  to
shareholders,  as both are defined in the Agreement and determined pursuant to a
formula. In the event of his death or disability,  Mr. Bokser or his estate will
be entitled to continue to receive  compensation  and employee  benefits for one
year following such event and in certain  circumstances  will receive Additional
Compensation.

The Company is a party to an  agreement  with Mr. Zorn which  provides  that six
months notice be given by either party to terminate his  employment.  Currently,
Mr.  Zorn is entitled to receive an annual  salary of  $275,600,  as adjusted by
annual  cost of living  adjustments,  if any,  and annual  bonuses,  at the sole
discretion  of the  Company.  Mr.  Zorn may also  receive  additional  incentive
compensation upon the occurrence of (i) the termination of Mr. Zorn's employment
with the Company;  or (ii) certain change of control type of events,  determined
pursuant to a formula.  Under the terms of the  agreement,  if the employment of
Mr. Zorn is terminated  for any reason other than for cause or  disability,  Mr.
Zorn is entitled to receive  compensation and benefits for six months,  provided
that he uses his best efforts to secure other executive employment.

Retirement Plan

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


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


                                       21
<PAGE>

the product of the participant's  1988 compensation and 1.5%, and the product of
the  participant's  1988 compensation in excess of $45,000 and .5% plus (ii) the
product of the participant's  aggregate compensation earned after 1988 and prior
to September 1, 1990 and 1.5%. In certain  circumstances,  the amount determined
under (b)(i) above may be determined in an alternative manner.

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

In addition, the Company maintains 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, $87,248; Mr. Bokser $162,003; Mr.
Zorn, $32,823; Mr. Fantozzi, $36,413; Mr. Grossman, $27,935.

Retirement Savings Plan

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

Eligible  employees may elect to  contribute on a tax deferred  basis from 1% to
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 of 30% of the basic
contribution.

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

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

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

                                       22
<PAGE>


Compensation of Directors

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



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


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


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Mr. Bokser is a director of Western Beef,  Inc. In fiscal 2001, the Company sold
various products to Western Beef, Inc. in the amount of $47.1 million.

The Company  employs Grotta,  Glassman & Hoffman,  a law firm in which Jerold E.
Glassman,  a director of the  Company,  is a partner,  for legal  services on an
on-going basis.  The Company paid  approximately  $104,000 to the firm in fiscal
2001.

The Company utilizes Emar Group, Inc. ("Emar "), a risk management and insurance
brokerage company controlled by Emil W. Solimine,  a director of the Company and
a limited partner of Rose, for risk management and insurance brokerage services.
The Company paid Emar  approximately  $200,000 in fiscal 2001 for such  services
and purchased insurance with premiums of $2.0 million through Emar.

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

In April 2000, the Company loaned each of Messrs. Neff and Bokser $185,000 to be
used by each of them to  purchase  .57195  shares of Class A Di  Giorgio  common
stock and  .56285  shares of Class B Di  Giorgio  common  stock  from a minority
shareholder of the Company.  The loans' interest rate for the year was 7.28% and
is payable  over five (5) years from the date of the loan.  On January 31, 2002,
$132,087 was outstanding on each loan.


                                       23
<PAGE>


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

a.   Documents filed as part of this report.

     1.   Financial Statements

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

          Consolidated Balance Sheets as of
          December 30, 2000 and December 29, 2001.......................... F-3

          Consolidated Statements of Operations for each of the
          three years in the period ended December 29, 2001................ F-4

          Consolidated Statements of Changes in Stockholders'
          Equity (Deficiency) for each of the three years in the period
          Ended December 29, 2001.......................................... F-5

          Consolidated Statements of Cash Flows for each of
          the three years in the period ended December 29, 2001............ 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.

                                       24
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

          10.14(13) - First Amendment, dated August 31, 2001, to Carteret frozen
                    food warehouse lease dated November 26, 1997.

          10.15(13) - Fourth  Amendment,  dated  August 31,  2001,  to  Carteret
                    grocery warehouse lease dated as of February 11, 1994.

          10.16(14) - Second  Amendment,  dated  January 10,  2002,  to Carteret
                    frozen food warehouse lease dated as of November 26, 1997.

                                       25
<PAGE>

          21(12)    - Subsidiaries of the Registrant

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


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

(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  Annual Report on Form 10-K for
     the year ended December 30, 2000 File 1-1790).

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

(14) Filed herewith.



                                       26
<PAGE>


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.


                                       27
<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 27th day of
February, 2002.

DI GIORGIO CORPORATION                      DI GIORGIO CORPORATION



By:  /s/ Stephen R. Bokser                  By:  /s/ Richard B. Neff
    --------------------------------            -----------------------
Stephen R. Bokser                              Richard B. Neff
Co-Chairman, President,                        Co-Chairman and Chief
  And Chief Operating Officer                    Executive Officer

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

Signature                          Title                    Date

 /s/ Jerold E. Glassman            Director                   February 27, 2002
---------------------------
Jerold E. Glassman

 /s/ Emil W. Solimine              Director                   February 27, 2002
---------------------------
Emil W. Solimine

 /s/ Charles C. Carella            Director                   February 27, 2002
---------------------------
Charles C. Carella

 /s/ Jane Scaccetti                Director                   February 27, 2002
---------------------------
Jane Scaccetti

 /s/ Earle I. Mack                 Director                   February 27, 2002
---------------------------
Earle I. Mack

/s/ Michael S. Goldberg            Director                   February 27, 2002
-----------------------
Michael S. Goldberg

 /s/ Lawrence S. Grossman          Senior Vice President      February 27, 2002
-------------------------          and Chief Financial
Lawrence S. Grossman               Officer (Principal
                                   Financial & Accounting
                                   Officer)


                                       28
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

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


                                                                           Page

INDEPENDENT AUDITORS' REPORT                                                F-1

FINANCIAL STATEMENTS FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 29, 2001:

   Consolidated Balance Sheets                                              F-2

   Consolidated Statements of Income                                        F-3

   Consolidated Statements of Stockholders' Equity (Deficiency)             F-4

   Consolidated Statements of Cash Flows                              F-5 - F-6

   Notes to Consolidated Financial Statements                        F-7 - F-19



<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  29,  2001 and
December  30,  2000,  and  the  related   consolidated   statements  of  income,
stockholders'  equity (deficiency) and cash flows for each of the three years in
the period ended  December 29, 2001.  Our audits also included the  consolidated
financial  statement  schedule  listed  in the  Index  at Item  14(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 29, 2001 and December 30, 2000, and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 29, 2001 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.



/s/ Deloitte & Touche LLP


New York, New York

February 15, 2002

                                      F-1
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS DECEMBER 30, 2000 AND DECEMBER 29, 2001 (in
thousands, except share data)
--------------------------------------------------------------------------------
                                                                   December 30,  December 29,
                                                                        2000        2001
ASSETS

<S>                                                                   <C>        <C>
CURRENT ASSETS:
  Cash and cash equivalents                                           $  1,744   $  1,807
  Accounts and notes receivable - Net                                   92,748    103,704
  Inventories                                                           64,687     66,469
  Deferred income taxes                                                  3,973      2,888
  Prepaid expenses                                                       3,727      3,802
                                                                         -----      -----
           Total current assets                                        166,879    178,670

PROPERTY, PLANT AND EQUIPMENT - Net                                     10,339      9,956

NOTES RECEIVABLE                                                        15,034      7,464

DEFERRED FINANCING COSTS - Net                                           3,922      3,272

OTHER ASSETS                                                            22,308     22,681

EXCESS OF COST OVER NET ASSETS ACQUIRED - Net                           71,319     68,893
                                                                        ------     ------
TOTAL ASSETS                                                          $289,801   $290,936
                                                                      ========   ========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Revolving credit facility                                           $ 10,410   $   --
  Current installment - capital lease liability                             63         57
  Accounts payable - trade                                              74,663     75,928
  Accrued expenses                                                      25,505     29,073
                                                                        ------     ------
           Total current liabilities                                   110,641    105,058

LONG-TERM DEBT                                                         155,000    155,000

CAPITAL LEASE LIABILITY                                                  2,058      2,001

OTHER LONG-TERM LIABILITIES                                              7,895      7,875

STOCKHOLDERS' EQUITY:
  Common stock, Class A, $.01 par value - authorized, 1,000 shares;
     issued and outstanding, 78.116 shares                                 --        --
  Common stock, Class B, $.01 par value, non voting - authorized,
     1,000 shares; issued and outstanding, 76.869 shares                   --        --
  Additional paid-in capital                                             8,002      8,002
Retained earnings                                                        6,205     13,000
                                                                         -----     ------
            Total stockholders' equity                                  14,207     21,002
                                                                        ------     ------
TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                                              $289,801   $290,936
                                                                      ========   ========
</TABLE>


See notes to consolidated financial statements.

                                      F-2
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 29, 2001
(in thousands)
--------------------------------------------------------------------------------
                                                    January 1,    December 30,   December 29,
                                                       2000           2000           2001
<S>                                                <C>            <C>            <C>
REVENUE:
  Net sales                                        $ 1,406,094    $ 1,488,062    $ 1,530,901
  Other revenue                                          7,733          7,336          7,923
                                                         -----          -----          -----
           Total revenue                             1,413,827      1,495,398      1,538,824

COST OF PRODUCTS SOLD                                1,274,856      1,350,402      1,387,511
                                                     ---------      ---------      ---------
           Gross profit - exclusive of warehouse
             expense shown separately below            138,971        144,996        151,313

OPERATING EXPENSES:
  Warehouse expense                                     51,865         52,233         54,123
  Transportation expense                                26,607         28,387         29,570
  Selling, general and administrative expenses          25,834         29,443         29,526
  Amortization - excess of cost over net assets
     acquired                                            2,425          2,425          2,425
                                                        ------         ------         ------
OPERATING INCOME                                        32,240         32,508         35,669

INTEREST EXPENSE                                        16,679         16,028         15,917

AMORTIZATION - Deferred financing costs                    764            730            651

OTHER INCOME - Net                                      (2,744)        (3,517)        (3,775)
                                                        ------         ------         ------
INCOME BEFORE INCOME TAXES                              17,541         19,267         22,876

PROVISION FOR INCOME TAXES                               7,872          8,528         10,781
                                                         -----          -----         ------
NET INCOME                                         $     9,669    $    10,739    $    12,095
                                                   ===========    ===========    ===========
</TABLE>


See notes to consolidated financial statements.

                                      F-3
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 29, 2001
(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 2, 1999           78.116      $ -        76.869      $ -       $ 8,002    $ (11,703)

  Net income                     -        -             -        -             -        9,669
                            ------      ---        ------      ---       -------    ---------
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
                            ======      ==         ======      ==        =======     ========
</TABLE>



See notes to consolidated financial statements.

                                      F-4
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 29, 2001
(in thousands)
-------------------------------------------------------------------------------


                                                                January 1, December 30, December 29,
                                                                  2000        2000          2001
<S>                                                              <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                     $  9,669    $ 10,739    $ 12,095
  Adjustments to reconcile net income to net
    cash provided by operations:
    Depreciation and amortization                                   1,502       2,186       2,332
    Amortization of deferred financing costs                          764         730         651
    Amortization of excess of cost over net assets acquired         2,425       2,425       2,425
    Other amortization                                              2,153       2,000       2,099
    Provision for doubtful accounts                                   700         700         500
    Non-cash increase in prepaid pension cost                        (389)       (331)       (567)
    Deferred taxes                                                  7,415       8,236       1,966
  Changes in assets and liabilities:
      (Increase) decrease in:
        Accounts and notes receivable                              (6,533)     (4,603)    (19,721)
        Inventories                                                (1,064)     (3,141)     (1,782)
        Prepaid expenses                                              422      (1,094)        (75)
        Other assets                                                 (207)    (12,258)     (1,905)
        Long-term receivables                                         458      (3,648)      5,326
      Increase (decrease) in:
        Accounts payable                                              794       2,253       1,265
        Accrued expenses and other liabilities                        367      (2,112)      2,667
                                                                      ---      ------       -----
           Net cash provided by operating activities               18,476       2,082       7,276
                                                                   ------       -----       -----
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment                       (3,408)     (2,287)     (1,949)
                                                                   ------      ------      ------
              Net cash used in  investing activities               (3,408)     (2,287)     (1,949)
                                                                   ------      ------      ------
CASH FLOWS FROM FINANCING ACTIVITIES:
  (Repayments) borrowings from revolving
    credit facility - net                                         (13,846)      3,628     (10,410)
  Proceeds from note participation sales                             --          --        10,509
  Finance fees paid                                                  (481)       --          --
  Dividend to stockholders                                           --        (2,500)     (5,300)
  Repayments of capital lease obligations                            (212)       (167)        (63)
                                                                     ----        ----         ---
           Net cash (used in) provided by financing activities    (14,539)        961      (5,264)
                                                                  -------         ---      ------
NET INCREASE IN CASH AND
  CASH EQUIVALENTS                                                    529         756          63

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                                   459         988       1,744
                                                                      ---         ---       -----
 CASH AND CASH EQUIVALENTS,  END OF YEAR                         $    988    $  1,744    $  1,807
                                                                 ========    ========    ========
</TABLE>

                                                                     (Continued)

                                      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 29, 2001
(in thousands)
--------------------------------------------------------------------------------


                                                                January 1, December 30, December 29,
                                                                  2000        2000          2001
<S>                                                              <C>         <C>         <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid during the period:
    Interest                                                     $ 16,855    $ 16,079    $ 15,991
                                                                 ========    ========    ========
    Income taxes                                                 $    423    $  1,158    $  7,200
                                                                 ========    ========    ========
</TABLE>

See notes to consolidated financial statements.                      (Concluded)


                                      F-6
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 29, 2001
-------------------------------------------------------------------------------



1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

     Notes Receivable - The Company  periodically  provides financial assistance
     to independent retailers by providing (i) financing for the purchase of new
     locations;  (ii)  financing  for the  purchase  of  inventories  and  store
     fixtures,  equipment and leasehold  improvements;  (iii)  extended  payment
     terms for initial  inventories;  and/or (iv) working capital  requirements.
     The primary  purpose of such  assistance is to provide a means of continued
     growth for the Company through  development of new customer store locations
     and the enlargement and remodeling of existing stores.  Customers receiving
     financing  purchase the majority of their grocery,  frozen and refrigerated
     inventory requirements from the Company. Financial assistance is usually in
     the form of a secured,  interest-bearing  loan,  generally repayable over a
     period of one to three  years.  As of  December  29,  2001,  the  Company's
     customer  financing  portfolio  had an aggregate  balance of  approximately
     $18.4 million.  The portfolio  consisted of  approximately  62 loans with a
     range of $2,394 to $4.0 million.

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

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

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


                                      F-7
<PAGE>


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

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

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

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

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

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

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

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

     Sale  of  Notes   Receivable  -  From  time  to  time,  the  Company  sells
     non-recourse,  senior participations in selected portfolios of its customer
     notes to banks at par. During the year ended December 29, 2001, the Company
     sold  $10.5  million  in  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 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 29, 2001.

                                      F-8
<PAGE>

     New  Accounting  Pronouncements  - In July 2001,  the Financial  Accounting
     Standards Board ("FASB") issued Statement of Financial Accounting Standards
     ("SFAS") No. 141,  Business  Combinations.  This  Statement  addresses  the
     financial accounting and reporting for business combinations and supersedes
     Accounting  Principles Bulletin ("APB") No.16, Business  Combinations,  and
     SFAS  No.38,  Accounting  for  Preacquisition  Contingencies  of  Purchased
     Enterprises.  SFAS No. 141 requires that the purchase  method of accounting
     be used for all  business  combinations  initiated  after June 30, 2001 and
     establishes  criteria to separately  recognize intangible assets apart from
     goodwill.   The  Company  does  not  believe  that  the  adoption  of  this
     pronouncement  will have a material impact on the  consolidated  results of
     operations.

     In July 2001,  the FASB issued SFAS No.142,  Goodwill and Other  Intangible
     Assets.  This Statement  addresses  financial  accounting and reporting for
     acquired  goodwill and other intangible  assets and supersedes SFAS No. 17,
     Intangible  Assets.  This  Statement  requires,  among other  things,  that
     goodwill and intangible assets that have indefinite useful lives should not
     be amortized, but rather should be tested at least annually for impairment,
     using the guidance for  measuring  impairment  set forth in the  Statement.
     SFAS No.142 is  effective  for the first  quarter in the fiscal year ending
     December 28, 2002, or for any business  combinations  initiated  after June
     30, 2001. The Company expects that the adoption of SFAS No. 142 will reduce
     annual  amortization  expense  by  approximately  $2.2  million  after tax.
     Additionally,  the  Company  does not expect to incur  goodwill  impairment
     charges associated when this statement is adopted.

     In  August  2001,  the  FASB  issued  SFAS  No.143,  Accounting  for  Asset
     Retirement  Obligations.  This Statement addresses financial accounting and
     reporting  for  obligations  associated  with the  retirement  of  tangible
     long-lived  assets and the associated asset retirement costs. The Statement
     requires  that  the  fair  value of a  liability  for an  asset  retirement
     obligation  be  recognized  in the  period  in  which it is  incurred  if a
     reasonable  estimate  of fair  value  can be  made.  The  associated  asset
     retirement  costs are  capitalized  as part of the  carrying  amount of the
     long-lived  asset.  SFAS No. 143 is effective  for the first quarter in the
     fiscal year ending  January 3, 2004.  The Company does not believe that the
     adoption  of  this  pronouncement  will  have  a  material  impact  on  the
     consolidated results of operations.

     In  October  2001,  the  FASB  issued  SFAS  No.  144,  Accounting  for the
     Impairment  or Disposal  of  Long-Lived  Assets.  The  Statement  addresses
     financial  accounting and reporting for the impairment of long-lived assets
     and for long-lived  assets to be disposed of. SFAS No. 144 supersedes  FASB
     Statement  No.121,  Accounting for the Impairment of Long-Lived  Assets and
     for Long-Lived  Assets to Be Disposed Of. However,  this statement  retains
     the  fundamental  provisions  of  Statement  121  for (a)  recognition  and
     measurement of the impairment of long-lived  assets to be held and used and
     (b) measurement of long-lived assets to be disposed of by sale. SFAS No.144
     is effective for the first  quarter in the fiscal year ending  December 28,
     2002. The Company does not believe that the adoption of this  pronouncement
     will have a material impact on the consolidated results of operations.

                                      F-9
<PAGE>

2.   ACCOUNTS AND NOTES RECEIVABLE

     Accounts and notes receivable consist of the following:

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

     Accounts receivable                              $  77,454    $  82,393
     Notes receivable                                     7,652       11,075
     Other receivables                                   12,680       15,492
     Less allowance for doubtful accounts                (5,038)      (5,256)
                                                         ------       ------
                                                      $  92,748    $ 103,704
                                                      =========    =========



3.   PROPERTY, PLANT AND EQUIPMENT

     Property and equipment consist of the following:

                                   Estimated
                                  Useful Life       December 30,    December 29,
                                    in Years            2000            2001
                                                           (in thousands)

     Land                                --           $    900     $    900
     Buildings and improvements            10            3,446        3,550
     Machinery and equipment             3-10           15,887       17,567
     Less accumulated depreciation                     (12,267)     (14,305)
                                                      --------     --------
                                                         7,966        7,712
                                                      --------     --------
     Capital leases:
     Building and improvements                           3,117        3,117
     Equipment                                             370          370
     Less accumulated amortization                      (1,114)      (1,243)
                                                      --------     --------
                                                         2,373        2,244
                                                      --------     --------
                                                      $ 10,339     $  9,956
                                                      ========     ========

     Depreciation  expense was approximately  $1,502,  $2,186 and $2,332 for the
     years ended  January 1, 2000,  December  30, 2000 and  December  29,  2001,
     respectively.  Included in that amount is approximately $182, $157 and $129
     of amortization of assets under capital leases.


                                      F-10
<PAGE>


4.   EXCESS OF COST OVER NET ASSETS ACQUIRED

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

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

     As of December 30, 2000 and December 29, 2001, accumulated  amortization of
     excess  costs  over net  assets  acquired  for the above  acquisitions  was
     approximately $28.7 million and $31.1 million, respectively.

5.   FINANCING

     Debt consists of the following:

                                     Interest Rate
                                    at December 29,  December 30,  December 29,
                                         2001           2000           2001
                                                          (in thousands)

     Revolving credit facility (a)        4.75 %      $  10,410    $    --
                                                      =========    =========

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



     (a)  Revolving  Credit  Facility - The 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  2001 the average
          interest rate for the outstanding borrowing (which was zero after July
          2001) was 7.82%.

          Availability  for direct  borrowings and letter of credit  obligations
          under the revolving  credit  facility is limited,  in the aggregate to
          the  lesser  of i) $90  million  or  ii) a  borrowing  base  of 80% of
          eligible receivables and 60% of eligible inventory. As of December 29,
          2001,  borrowings  under the Company's  revolving bank credit facility
          were zero (excluding  $4.7 million of outstanding  letters of credit).
          Additional borrowing capacity of $85.3 million was available under the
          Company's borrowing base certificate exclusive of $1.5 million of cash
          invested with its agent bank.

          The borrowings  under the revolving credit facility are secured by the
          Company's inventory and accounts receivable.  Among other matters, the
          revolving  credit  facility  contains  certain  restrictive  covenants
          relating to interest  coverage and capital  expenditures.  The Company
          was in compliance with the covenants as of December 29, 2001.


                                      F-11
<PAGE>


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

          The notes are redeemable at the Company's option, in whole or in part,
          at any time on or after June 15, 2002, at redemption  prices set forth
          in the Indenture.  Upon the occurrence of a change of control, holders
          of the notes have the right to require the Company to  repurchase  all
          or a portion  of the notes at a  purchase  price  equal to 101% of the
          principal amount, plus accrued interest.

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

6.   FAIR VALUE OF FINANCIAL INSTRUMENTS

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

                                      December 30, 2000     December 29, 2001
                                       Carrying    Fair      Carrying    Fair
                                        Amount     Value      Amount     Value
                                                    (in thousands)
     Debt:
       Revolving credit facility       $ 10,410   $ 10,410   $   --     $   --
       10% senior notes                 155,000    129,813    155,000    149,188
     Accounts and notes receivable -
       current                           92,748     92,748    103,704    103,704
     Notes receivable - long-term        15,034     15,034      7,464      7,464


     The fair value of the 10% senior notes as of December 30, 2000 and December
     29,  2001 are  based on trade  prices  of 83.75  and  96.25,  respectively,
     representing  yields of 12.3% (as of  December  30,  2000) and 10.9% (as of
     December 29, 2001),  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  accounts and notes  receivable
     are   equivalent  to  fair  value  which  is  estimated  by  management  by
     discounting  the future cash flows using the current rates at which similar
     loans would be made to borrowers  with similar  credit  ratings and for the
     same remaining maturities.


                                      F-12
<PAGE>


7.   ACCRUED EXPENSES

     Accrued expenses consist of the following:

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

     Legal and environmental                          $   1,828    $   2,266
     Interest                                               639          605
     Employee benefits                                    9,105        9,848
     Due to vendors/customers                             8,462        9,523
     Other                                                5,471        6,831
                                                          -----        -----
                                                      $  25,505    $  29,073
                                                      =========    =========

8.   RETIREMENT

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

     The following table provides information for the Pension Plan:

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

     Change in benefit obligation:
       Benefit obligation at beginning of year        $  44,739    $  46,312
       Service cost                                         644          705
       Interest cost                                      3,427        3,482
       Actuarial loss                                     1,178        2,817
       Benefits paid                                     (3,676)      (3,783)
                                                         ------       ------
     Benefit obligation at end of year                $  46,312    $  49,533
                                                      =========    =========

                                      F-13
<PAGE>

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

     Change in plan assets:
       Fair value of plan assets at beginning of year   $ 48,316    $ 54,312
       Actual return on plan assets                        2,672       3,417
       Benefit payments                                   (3,676)     (3,783)
       Contributions from plan sponsor                     7,000        --
                                                           -----       -----
     Fair value of plan assets at end of year           $ 54,312    $ 53,946
                                                        ========    ========

     Reconciliation of funded status:
       Funded status (fair value of plan assets less
       benefit obligation)                              $  8,000    $  4,413
       Unrecognized net actuarial gain                     9,082      13,587
       Unrecognized prior service cost                       108          94
                                                             ---          --
     Prepaid benefit cost                               $ 17,190    $ 18,094
                                                        ========    ========

     Net  pension cost includes the following components:

                                          January 1,  December 30,  December 29,
                                            2000         2000           2001
                                                    (in thousands)

     Service cost                         $     714   $     644    $     705
     Interest cost                            3,247       3,427        3,482
     Expected return on plan assets          (4,489)     (4,526)      (5,104)
     Amortization of prior service co            14          14           14
     Recognized actuarial loss                   42        --           --
                                               ----        ----         ----
                                          $    (472)  $    (441)   $    (903)
                                          =========   =========    =========

     For the fiscal years ended January 1, 2000,  December 30, 2000 and December
     29, 2001, the following actuarial assumptions were used:

                                        January 1,    December 30,  December 29,
                                          2000           2000          2001

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

                                      F-14
<PAGE>

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

         Year Ended                                               (in thousands)
     January 1, 2000                                               $     991
     December 30, 2000                                                 1,109
     December 29, 2001                                                 1,266

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

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

         Year Ended                                               (in thousands)

     January 1, 2000                                               $     199
     December 30, 2000                                                   215
     December 29, 2001                                                   217

9.   OTHER LONG-TERM LIABILITIES

     Other long-term liabilities consist of the following:

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

     Employee benefits                                $     887    $     280
     Deferred income tax liability, net                   6,278        7,159
     Environmental and other                                730          436
                                                            ---          ---
                                                      $   7,895    $   7,875
                                                      =========    =========

                                      F-15
<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  $2.9  million  per year  (through  the
     expiration date).

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

     The following is a schedule of net minimum lease  payments  required  under
     capital and operating leases in effect as of December 29, 2001:



                                                       Capital       Operating
     Fiscal Year Ending                                 Leases         Leases
                                                           (in thousands)

     2002                                             $     186    $   9,412
     2003                                                   186        7,935
     2004                                                   186        6,731
     2005                                                   186        5,873
     2006                                                   186        5,751
     Thereafter                                           2,638       52,766
                                                          -----       ------
     Net minimum lease payments                           3,568    $  88,468
                                                                   =========

     Less interest                                        1,510
                                                          -----
     Present value of net minimum lease payments
      (including current installments of $57)           $ 2,058
                                                        =======

                                      F-16
<PAGE>

      Total rent expense included in operations was as follows:

         Year Ended                                               (in thousands)

     January 1, 2000                                               $  12,272
     December 30, 2000                                                12,064
     December 29, 2001                                                11,365

     Letters of Credit - In the ordinary  course of business,  the Company is at
     times  required to issue  letters of credit.  The Company was  contingently
     liable for  approximately  $5.1 million and $4.7 million on standby letters
     of credit  with a bank as of  December  30,  2000 and  December  29,  2001,
     respectively.

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

     Employment  Agreements - The Company has employment agreements with two key
     executives which will expire in April 2005. In addition, one employee has a
     termination  agreement  that  provides for a six month notice to terminate.
     Under these  agreements,  combined  annual salaries of  approximately  $1.1
     million were paid in fiscal 2001. 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 29,
     2001 the Company is permitted to pay  dividends  up to  approximately  $6.0
     million at December 29, 2001.

12.  OTHER INCOME - NET

     Other income consists of the following:

                                          January 1,  December 30,  December 29,
                                            2000         2000          2001
                                                    (in thousands)

     Interest income                      $   2,068   $   2,532    $   2,512
     Net gain on disposal of assets              31          33          528
     Other - net                                645         952          735
                                                ---         ---          ---
                                          $   2,744   $   3,517    $   3,775
                                          =========   =========    =========

                                      F-17
<PAGE>

13.  INCOME TAXES

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

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

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

     Deferred tax assets:
       Allowance for doubtful accounts                   $   2,012  $   2,191
       Accrued expenses not deductible until paid              941        697
       Difference between book and tax basis of proper         472        121
       Net tax operating loss carryforwards                  1,020       --
                                                             -----       ----
     Deferred tax assets                                     4,445      3,009
                                                             -----      -----
     Deferred tax liabilities:
       Pension asset valuation                              (6,750)    (7,280)
                                                            ------     ------
     Deferred tax liabilities                               (6,750)    (7,280)
                                                            ------     ------
     Net deferred tax liabilities                        $  (2,305) $  (4,271)
                                                         =========  =========

     As of December 29, 2001,  the Company had a liability  for current taxes of
     approximately $1.7 million.

     The income tax provision consists of the following:

                                          January 1, December 30,  December 29,
                                             2000       2000           2001
                                                    (in thousands)
     Current income tax                   $     457   $     292    $   8,815
     Deferred income tax                      7,415       8,236        1,966
                                              -----       -----        -----
                                          $   7,872   $   8,528    $  10,781
                                          =========   =========    =========

                                      F-18
<PAGE>

     A  reconciliation  of the  Company's  effective tax rate with the statutory
     Federal tax rate is as follows:
<TABLE>
<CAPTION>
                                                           January 1,   December 30,  December 29,
                                                             2000          2000           2001
                                                                      (in thousands)
     <S>                                                     <C>          <C>          <C>
     Tax at statutory rate                                   $ 5,964      $ 6,551      $ 8,007

     State and local taxes - net of Federal benefit            1,165        1,234        2,010

     Permanent differences - amortization of excess cost
       over net assets acquired                                  743          743          764
                                                                 ---          ---          ---
                                                             $ 7,872      $ 8,528      $10,781
                                                             =======      =======      =======
</TABLE>

14.  RELATED PARTY TRANSACTIONS

     A  director  of  the  Company  is a  director  of a  customer.  During  the
     three-year  period  ended  December  29,  2001,  the Company  sold  various
     products in the amounts of $50.9 million,  $45.9 million and $47.1 million,
     respectively, to this customer.

     A director  of the  Company is a partner  in a firm  which  provides  legal
     services  to  the  Company  on  an  on-going   basis.   The  Company   paid
     approximately  $128,000,  $121,000 and  $104,000,  during each of the three
     years in the period ended December 29, 2001, respectively,  to the law firm
     for legal services.

     The  Company  employs  the  services  of a risk  management  and  insurance
     brokerage  firm which is controlled by a director of the Company.  Included
     in the  statement  of  operations  are fees  paid to the  related  party of
     $150,000,  $150,000  and  $200,000  for  three  years in the  period  ended
     December 29,  2001,  respectively.  The Company  purchased  insurance  with
     premiums of $2.0 million from this insurance brokerage firm in fiscal 2001.

     The  Company  recorded  income of  $64,000,  $65,000 and $0 for each of the
     three years in the period ended  December 29, 2001,  respectively,  from an
     affiliated entity of the former President of the Company in connection with
     the sharing of office facilities and administrative expenses.

     In April 2000,  the Company  loaned two  directors of the Company  $185,000
     each. The loans bear interest at 7.28% per annum and are due in April 2005.
     As of December 29, 2001, $132,087 was outstanding on each loan.

15.  MAJOR CUSTOMERS

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

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

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

                                     ******


                                      F-19
<PAGE>


                                                                     SCHEDULE II
DIGIORGIO CORPORATION AND SUBSIDIARIES

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


    Column A                   Column B      Column C    Column D     Column E

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

Allowance for doubtful accounts for the period ended:

January 1, 2000                  4,277          700         (24(1)     4,729

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

December 29, 2002                5,038          500         (28(1)     5,256



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


                                      S-1
<PAGE>