<PAGE>
------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 28, 1996 Commission File No. 33-72284
------------
WHITE ROSE FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3172841
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
380 Middlesex Avenue 07008
Carteret, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number including area code: (908) 541-5555
----------------
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
---------- ----------
As of November 1, 1996, there were 100.612 shares of Class A Common
Stock, par value of $.01, outstanding.
----------------------------------------------------------------------
<PAGE>
WHITE ROSE FOODS, INC. AND SUBSIDIARIES
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets,
December 30, 1995 and September 28, 1996 (Unaudited)....... 1
Consolidated Condensed Statements of Operations,
Thirty-Nine Weeks and Thirteen Weeks Ended
September 30, 1995 and September 28, 1996 (Unaudited)...... 2
Consolidated Condensed Statement of Stockholders' Equity,
Thirty-Nine Weeks Ended September 28, 1996 (Unaudited)..... 3
Consolidated Condensed Statements of Cash Flows,
Thirty-Nine Weeks Ended September 30, 1995 and
September 28, 1996 (Unaudited)............................. 4
Notes to Consolidated Condensed Financial Statements........ 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................... 10
Signatures....................................................... 11
<PAGE>
White Rose Foods, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(in thousands)
December 30, September 28,
1995 1996
(Unaudited)
ASSETS
Current Assets:
Cash........................................ $365 $568
Accounts and notes receivable............... 70,864 67,148
Inventories................................. 52,331 50,886
Prepaid expenses............................ 3,480 4,202
----- -----
Total current assets................. 127,040 122,804
------- -------
Property, Plant & Equipment
Cost........................................ 71,043 71,306
Accumulated depreciation.................... (10,985) (14,492)
------ ------
Net......................................... 60,058 56,814
------ ------
Long-term notes receivable..................... 14,631 17,601
Other assets................................... 12,680 12,527
Deferred financing costs....................... 5,309 4,458
Excess of costs over net assets acquired....... 98,613 96,444
------ ------
$318,331 $310,648
======= =======
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable............................... $32,303 $35,115
Accounts payable............................ 58,414 50,750
Accrued expenses............................ 25,307 25,035
Current installment long-term obligations... 3,771 3,621
----- -----
Total current liabilities............ 119,795 114,521
------- -------
Long-term debt................................. 153,567 152,171
Capital lease liability........................ 33,902 32,133
Other long-term liabilities.................... 9,132 7,894
Stockholders' Equity:
Common stock................................ - -
Additional paid-in-capital.................. 18,444 18,444
Accumulated deficit......................... (16,509) (14,515)
------ ------
Total stockholders' equity........... 1,935 3,929
----- ------
$318,331 $310,648
======= =======
See Notes to Consolidated Condensed Financial Statements
-1-
<PAGE>
White Rose Foods, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(in thousands)
(unaudited)
Thirteen weeks ended Thirty-nine weeks ended
-------------------- ----------------------
Sept 30, Sept 28, Sept 30, Sept 28,
1995 1996 1995 1996
Revenue:
Net Sales.................$243,504 $257,508 $752,507 $779,691
Storage revenue........... 388 435 1,139 1,183
--- --- ----- -----
Total Revenue....... 243,892 257,943 753,646 780,874
Cost of Products Sold....... 218,464 230,829 677,461 698,043
------- ------- ------- -------
Gross Profit-exclusive
of warehouse expense
shown below................ 25,428 27,114 76,185 82,831
Warehouse expense......... 9,669 10,094 29,594 30,342
Transportation expense.... 5,655 5,387 17,293 16,342
Selling, general and
administrative expense.... 5,403 5,940 16,855 18,079
Amortization-excess of cost
over net assets acquired.. 723 723 2,169 2,169
--- --- ----- -----
Operating Income............ 3,978 4,970 10,274 15,899
Interest expense-net...... 6,153 5,974 18,266 18,001
Amortization-deferred
financing costs........... 398 283 1,179 851
Other <income>-net........ (1,652) (1,514) (5,304) (4,728)
----- ----- ----- -----
<Loss> income before
extraordinary item......... (921) 227 (3,867) 1,775
Extraordinary gain on
extinguishment of debt-net
of tax..................... 0 0 0 219
--- --- --- ---
Net <loss> income........... ($921) $227 ($3,867) $1,994
==== ====== ====== ======
See Notes to Consolidated Condensed Financial Statements
-2-
<PAGE>
White Rose Foods, Inc. and Subsidiaries
Consolidated Condensed Statement of Stockholders' Equity
(in thousands, except share data)
(unaudited)
Additional
Class A Common Stock Paid-In
Shares Amount Capital (Deficit) Total
Balance at
December 30, 1995 100.612 $ -- $18,444 ($16,509) $1,935
Net income:
thirty-nine
weeks ended
September 28, 1996 -- -- -- 1,994 1,994
------- --- ------ ------ -----
Balance at
September 28, 1996 100.612 $ -- $18,444 ($14,515) $3,929
======= === ====== ====== =====
See Notes to Consolidated Condensed Financial Statements
-3-
<PAGE>
White Rose Foods, Inc. and Subsidiaries
Consolidated Condensed Statement of Cash Flows
(in thousands)
(unaudited)
Thirty-nine weeks ended
September 30,September 28,
1995 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
<Loss> income from operations................... ($3,867) $1,994
Adjustments to reconcile net income to net cash
used in operating activities
Extraordinary gain on the extinguishment of
debt-net of tax.............................. 0 (219)
Depreciation and amortization................ 2,887 3,447
Amortization................................. 3,743 3,414
Provision for bad debts...................... 1,575 1,875
Increase in prepaid pension cost............. (315) (315)
Noncash interest expense..................... 3,835 4,339
Noncash interest income...................... (650) (720)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable.......................... 4,461 1,841
Inventory.................................... 3,968 1,445
Prepaid expenses & other current assets...... (670) (703)
Long-term receivables........................ 428 (2,251)
Others assets................................ (94) 338
Increase (decrease) in:
Accounts payable, accrued expenses and
other liabilities........................... (17,186) (9,300)
------ ------
Net cash <used in> provided by operating activities (1,885) 5,185
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment....... (1,672) (506)
----- ---
Net cash used in investing activities........... (1,672) (506)
----- ---
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under revolving line-of-credit... 2,051 2,812
Refinancing of Farmingdale, NY property......... 6,600 0
Capital lease payments.......................... (3,364) (1,657)
Long-term debt payments......................... (1,401) (5,631)
Deferred financing fees paid.................... (600) 0
--- -
Net cash provided by <used in> financing activities 3,286 (4,476)
----- -----
<Decrease> increase in cash..................... (271) 203
Cash at beginning of period..................... 751 365
--- ---
Cash at end of period........................... $480 $568
=== ===
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest.................................... $17,513 $16,940
===== =====
Income Taxes................................ $128 $71
=== ==
See Notes to Consolidated Condensed Financial Statements
-4-
<PAGE>
WHITE ROSE FOODS, INC AND SUBSIDIARIES
NOTES TO
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (UNAUDITED)
1. BASIS OF PRESENTATION
White Rose Foods, Inc. is a company which was formed to serve as a
holding company for all of the stock of Di Giorgio Corporation
("Di Giorgio"). DIG Holding Corp. contributed 100% of the outstanding
voting stock of Di Giorgio to White Rose Foods, Inc. in exchange for
shares of common stock of White Rose Foods, Inc. In addition, White Rose
Foods, Inc. purchased 100% of the non-voting common stock of Di Giorgio
from DIG Holding Corp. in exchange for a note which was repaid in
connection with the White Rose Foods, Inc. $63.5 million face value
senior discount note offering. Since these transactions were among
companies under common control, the acquisition of Di Giorgio by White
Rose Foods, Inc. has been accounted for as if it were a pooling of
interest and the financial statements reflect 100% ownership of
Di Giorgio's operations for all periods. White Rose Foods, Inc. and
subsidiaries (collectively "the Company") had no operations other than
Di Giorgio's for all periods.
The consolidated condensed balance sheet as of September 28, 1996, the
consolidated condensed statements of operations for the thirty-nine
weeks and the thirteen weeks ended September 30, 1995 and September 28,
1996, , the consolidated condensed statement of stockholders' equity for
the thirty-nine weeks ended September 28, 1996, and the consolidated
condensed statements of cash flows for the thirty-nine weeks ended
September 30, 1995 and September 28, 1996 and related notes are
unaudited and have been prepared in accordance with generally accepted
accounting principles for interim financial information and pursuant to
the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to such rules
and regulations. The accompanying unaudited interim consolidated
condensed financial statements and related notes should be read in
conjunction with the financial statements and related notes included in
the Form 10-K for the fiscal year ended December 30, 1995, Form 10-Q
for the quarter ended March 30, 1996, and Form 10-Q for the quarter
ended June 29, 1996 filed with the Securities and Exchange Commission.
The information furnished reflects, in the opinion of the management of
the Company, all adjustments, consisting of normal recurring accruals,
which are necessary to present a fair statement of the results for the
interim periods presented.
The interim figures are not necessarily indicative of the results to be
expected for the full fiscal year.
-5-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operation
Results of operations for the thirteen weeks ended September 28, 1996
and September 30, 1995
Net sales for the thirteen weeks ended September 28, 1996 increased
$14.0 million or 5.7% to $257.5 million as compared to $243.5 million in
the thirteen weeks ended September 30, 1995. The increase primarily
reflects a temporary supplemental supply arrangement for grocery
products during August and September and an increase in the average
selling price per case stemming from both a change in mix of product
sold and higher product cost.
Gross margin (excluding warehouse expense) increased to 10.5% of net
sales in the thirteen weeks ended September 28, 1996 from 10.4% of net
sales in the prior period as a result of a more favorable mix of product
sold.
Warehouse expense decreased to 3.9% of net sales or $10.1 million in the
thirteen weeks ended September 28, 1996 from 4.0% of net sales or $9.7
million in the prior period as operating improvements were offset
slightly by the fact that the cost of the Kearny facility is fully
included in current operations whereas in the past, it had been included
as part of a facility integration expense reserve stemming from the
acquisition of the Royal dairy division in 1994.
Transportation expense decreased to 2.1% of net sales or $5.4 million in
the thirteen weeks ended September 28, 1996 from 2.3% of net sales or
$5.7 million in the prior period as a result of better utilization of
its transportation fleet. This was accomplished through the use of
larger trailers and more structured delivery schedules thereby reducing
the number of deliveries. These savings were partly offset by higher
wages.
Selling, general and administrative expense increased to 2.3% of net
sales or $5.9 million in the thirteen weeks ended September 28, 1996
from 2.2% of net sales or $5.4 million in the prior period partly due
to an increase in the provision for doubtful accounts.
Other income decreased approximately $200,000 to $1.5 million in the
thirteen weeks ended September 28, 1996 from $1.7 million in the prior
period.
Interest expense decreased to $6.0 million in the thirteen weeks ended
September 28, 1996 from $6.2 million in the prior period. The
comparative decrease in the 1996 period represents a decline in the
average outstanding level of the Company's funded debt, offset by the
increase in accreted noncash interest on the Company's $63.5 million
face value senior discount notes.
Due to book and tax net operating loss carryforwards, the Company did
not provide for an income tax provision.
The Company recorded net income for the thirteen weeks ended September
28, 1996 of $227,000 as compared to a net loss of $921,000 in the
comparable prior year period.
-6-
<PAGE>
Results of operations for the thirty-nine weeks ended September 28, 1996
and September 30, 1995
Net sales for the thirty-nine weeks ended September 28, 1996 increased
$27.2 million or 3.6% to $779.7 million as compared to $752.5 million in
the thirty-nine weeks ended September 30, 1995. The increased sales
primarily reflects higher same customer sales, a temporary supplemental
third party supply agreement, and higher product cost.
Gross margin (excluding warehouse expense) increased to 10.6% of net
sales in the thirty-nine weeks ended September 28, 1996 from 10.1% of
net sales in the prior period as a result of a more favorable mix of
product sold.
Warehouse expense remained constant at 3.9% of net sales as improvements
in the grocery and frozen divisions were offset by higher temporary
costs in the dairy division as it undergoes a change in its receiving
and warehousing systems. In addition, beginning with the second quarter
of 1996, the entire cost of the Kearny facility is included in current
operations whereas in the past it had been included as part of a
facility integration expense reserve stemming from the acquisition of
the Royal dairy division in 1994.
Transportation expense decreased to 2.1% of net sales or $16.3 million
in the thirty-nine weeks ended September 28, 1996 from 2.3% of net
sales or $17.3 million in the prior period as a result of better
utilization of its transportation fleet. This was accomplished through
the use of larger trailers and more structured delivery schedules
thereby reducing the number of deliveries. These savings were partly
offset by higher wages.
Selling, general and administrative expense increased to 2.3% of net
sales during the thirty-nine weeks ended September 28, 1996 from 2.2% of
net sales in the prior period primarily due to an increased provision
for doubtful accounts.
Other income declined to $4.7 million from $5.3 million in the prior
period reflecting the inclusion in the prior period of a one-time
settlement of a lawsuit for approximately $500,000.
Interest expense decreased to $18.0 million in the thirty-nine weeks
ended September 28, 1996 from $18.3 million in the prior period. The
comparative decrease in the 1996 period represents a decline in the
average outstanding level of the Company's funded debt partially offset
by the inclusion of the Carteret facility capital lease for the full
period and the increase in accreted noncash interest on the Company's
$63.5 million face value senior discount notes.
Due to book and tax net operating loss carryforwards, the Company did
not provide for an income tax provision.
The Company recorded net income for the thirty-nine weeks ended
September 28, 1996 of $2.0 million, which included a $219,000 gain on
the extinguishment of debt net of tax, as compared to a net loss of $3.9
million in the prior period.
-7-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations and amounts available under the Company's bank
credit facility are the Company's principal sources of liquidity. The
Company believes that these sources will be adequate to meet its
anticipated debt service requirements, working capital needs, and
capital expenditures during fiscal 1996.
During the thirty-nine weeks ended September 28, 1996, cash flow
provided by operating activities was $5.2 million consisting primarily
of cash generated from net income, non-cash expenses and declines of
$1.8 million in net receivable levels and $1.4 million in inventory
being partially offset by a $9.3 million decrease in accounts payable,
accrued expense and other liabilities and an increase in long-term notes
receivable of $2.3 million.
Cash flow used in investing activities during the thirty-nine weeks
ended September 28, 1996 was approximately $506,000, all of which was
used for capital expenditures. Net cash used in financing activities was
approximately $4.5 million, primarily used to retire long-term debt.
Borrowings under the Company's revolving bank credit facility were $35.1
million at September 28, 1996. Additional borrowing capacity of $29.9
million was available at that time under the Company's borrowing base
formula.
Earnings before interest, taxes and depreciation ("EBITDA") was $25.9
million during the thirty-nine weeks ended September 28, 1996 as
compared to $20.4 million in the comparable prior year period and $8.2
million during the thirteen weeks ended September 28, 1996 as compared
to $7.3 million in the comparable prior year period.
The consolidated indebtedness of the Company decreased $10.9 million to
$223.0 million on September 28, 1996 compared to $233.9 million at
September 30, 1995. The decrease consisted of a $7.1 million reduction
in the Senior Notes, a $5.8 million reduction in the working capital
facility, a $2.3 million reduction in capital leases, and $1.5 million
in note payments, offset by the $5.8 million accretion in the $63.5
million face value senior discount notes. Stockholder's equity increased
$3.7 million to $3.9 million on September 28, 1996 from $152,000 on
September 30, 1995.
Under the terms of the Company's revolving bank credit facility, the
Company is required to meet certain financial tests, including minimum
interest coverage ratios and minimum net worth. As of September 28,
1996, the Company was in compliance with its covenants.
-8-
<PAGE>
The indenture governing the Company's 12% senior notes, as well as the
Company's bank agreement, impose various restrictions upon the Company,
including among other things, limitations on the occurrence of
additional debt and the making of certain payments and investments.
In November 1996, the Company received notice from a customer that their
supply agreement would be terminated in the fourth quarter of 1996. The
agreement was scheduled to expire October 1997. Sales to this customer
totaled $48.9 million in the thirty-nine weeks ended September 28, 1996
and $47.7 million in the comparable prior period.
On November 5, 1996, the Company's dairy division warehouse and trucking
unionized employees ratified a new contract with terms proposed by the
Company and expiring in November 2000.
-9-
<PAGE>
Part II-OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 10.49 Amendment No. 8, dated as of September 26,
1996 to Credit Agreement dated as of February 10, 1993,
among Di Giorgio Corporation, as Borrower, the financial
institutions parties thereto as Lenders, BT Commercial
Corporation, as Agent for the Lenders, and Bankers Trust
Company as Issuing Bank.
(b) Reports on Form 8-K. None
-10-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
WHITE ROSE FOODS, INC.
By: /s/ Arthur M. Goldberg
------------------------------
Arthur M. Goldberg
Chairman, President and Chief
Executive Officer
By: /s/ Richard B. Neff
------------------------------
Richard B. Neff
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: November 7, 1996
-11-
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
10.49 Amendment No. 8, dated as of September 26, 13
1996 to Credit Agreement dated as of
February 10, 1993, among Di Giorgio
Corporation, as Borrower, the financial
institutions parties thereto as Lenders,
BT Commercial Corporation, as Agent for
the Lenders, and Bankers Trust Company
as Issuing Bank.
-12-
<PAGE>
EXHIBIT 10.49
Amendment No. 8, dated as of September 26, 1996 to Credit Agreement
dated as of February 10, 1993, among Di Giorgio Corporation, as
Borrower, the financial institutions parties thereto as Lenders, BT
Commercial Corporation, as Agent for the Lenders, and Bankers Trust
Company as Issuing Bank.
-13-
<PAGE>
EXECUTION COPY
AMENDMENT AND CONSENT NO. 8, dated as of September 26, 1996
("Amendment No. 8") to CREDIT AGREEMENT dated as of February 10, 1993
(as amended through the date hereof, the "Credit Agreement") among
DI GIORGIO CORPORATION, as Borrower, the financial institutions parties
thereto as LENDERS, BT COMMERCIAL CORPORATION, as Agent for the Lenders,
and BANKERS TRUST COMPANY, as Issuing Bank. Terms which are capitalized
herein and not otherwise defined shall have the meanings given to such
terms in the Credit Agreement.
WHEREAS, the Borrower has requested the Lenders to consider
(i) increasing the level of permissible investments which the Borrower
may make in the form of Customer Notes and (ii) permitting Price Parkway
Realty Corp., a New York corporation and a Subsidiary of the Borrower
("Price Parkway"), to merge with and into the Borrower, and the Lenders
have agreed to the foregoing, on the terms and subject to the
fulfillment of the conditions set forth in this Amendment No. 8;
NOW, THEREFORE, in consideration of the mutual promises
contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower
and the Lenders hereby agree as follows:
Section One. Amendment. Effective upon the fulfillment of the
conditions precedent set forth in Section Four hereof, the Credit
Agreement is hereby amended by (i) deleting the definition of the term
Farmingdale Subsidiary from Section 1.1 and by substituting the
following in lieu thereof, and (ii) deleting subsection (a) of Section
8.11 in its entirety and by substituting the following in lieu thereof:
"Farmingdale Subsidiary shall mean MF Corp., a New York
corporation and a Subsidiary of the Borrower, and its
successors and assigns."
"(a) Advances or loans evidenced by the Customer Notes,
provided that the sum of (i) the aggregate unpaid
principal balance of such Customer Notes outstanding at
any one time, plus (ii) the aggregate amount of the
Borrower's contingent liabilities in respect of the
guarantees permitted under Section 8.9(f) hereof, plus
(iii) the aggregate amount of all repurchase obligations
or other contingent liabilities of the Borrower in
respect of such Customer Notes outstanding at any one
time, may not exceed $20,000,000 at any one time, and
provided further that the aggregate amount of any such
advances or loans outstanding at any one time to any
obligor on such Customer Notes, plus the amount of the
Borrower's contingent liabilities in respect of its
-14-
<PAGE>
guarantees of such obligor's indebtedness, liabilities
or other obligations, may not exceed $3,000,000;"
Section Two. Consent. Effective upon the fulfillment of the
conditions set forth in Section Four hereof, the Lenders hereby consent
to the corporate merger of Price Parkway with and into the Borrower and
agree that such merger shall not be deemed to be a breach or violation
of Section 8.8, provided that the Borrower is the survivor of such
merger and provided further that the representation and warranty made by
the Borrower in Section Three (e) of this Amendment No. 8 is true and
correct on the effective date of such merger, as if remade in full on
such date.
Section Three. Representations and Warranties. To induce the
Lenders to enter into this Amendment No. 8, the Borrower warrants and
represents to the Lenders as follows:
(a) the recitals contained in this Amendment No. 8 are true
and correct in all respects;
(b) after giving effect to this Amendment No. 8, all of the
representations and warranties contained in the Credit Agreement and
each other Credit Document to which the Borrower is a party continue to
be true and correct in all material respects as of the date hereof, as
if repeated as of the date hereof, except for such representations and
warranties which, by their terms, are only made as of a previous date;
(c) the execution, delivery and performance of this
Amendment No. 8 by the Borrower is within its corporate powers, has been
duly authorized by all necessary corporate action, the Borrower has
received all necessary consents to and approvals for the execution,
delivery and performance of this Amendment No. 8 (if any shall be
required) and this Amendment No. 8 does not and will not contravene or
conflict with any provision of law or of the charter or by-laws of the
Borrower, or with the terms or provisions of any other document or
agreement to which the Borrower is a party or by which the Borrower or
its property may be bound;
(d) upon its execution, this Amendment No. 8 shall be a
legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms; and
(e) as of the date hereof, Price Parkway has no
indebtedness, obligations or liabilities of any kind whatsoever, whether
or not the same would be required under GAAP to be reflected on its
balance sheet or on any footnotes or schedules thereto.
Section Four. Conditions Precedent. This Amendment No. 8 shall
become effective upon the date that the last of the following events
shall have occurred:
(a) the Agent shall have received a fully executed
counterpart of this Amendment No. 8;
-15-
<PAGE>
(b) no Default shall have occurred and be continuing which
constitutes an Event of Default or would constitute an Event of Default
upon the giving of notice or lapse of time or both, and no event or
development which has had or is reasonably likely to have a Material
Adverse Effect shall have occurred, in each case since the date of
delivery to the Agent and the Lenders of the Borrower's most recent
financial statement, and the Agent and the Lenders shall have received a
certificate from the Borrower, executed by its Chief Financial Officer,
as to the truth and accuracy of this paragraph (b); and
(c) the Agent and the Lenders shall have received such
additional documents to further effectuate the purpose of this Amendment
No. 8 as any of them or their respective counsel may reasonably request.
Section Five. General Provisions.
(a) Except as herein expressly amended, the Credit
Agreement and all other agreements, documents, instruments and
certificates executed in connection therewith are ratified and confirmed
in all respects and shall remain in full force and effect in accordance
with their respective terms.
(b) All references to the Credit Agreement shall mean the
Credit Agreement as amended as of the effective date hereof, and as
amended hereby and as hereafter amended, supplemented and modified from
time to time.
(c) This Amendment No. 8 may be executed by the parties
hereto individually or in combination, in one or more counterparts, each
of which shall be an original and all which shall constitute one and the
same agreement.
(d) This Amendment No. 8 shall be governed by, construed
and interpreted in accordance with the internal laws of the State of New
York, without regard to the conflicts of law principles thereof.
IN WITNESS WHEREOF, each of the Borrower, the Lenders, the
Issuing Bank and the Agent has signed below to indicate its agreement
with the foregoing and its intent to be bound thereby.
DI GIORGIO CORPORATION
By: /c/ Robert A. Zorn
Name: Robert A. Zorn
Title: Senior Vice President
BT COMMERCIAL CORPORATION, as
Agent and as a Lender
By: /c/ Frederic W. Thomas, Jr.
Name: Frederic W. Thomas, Jr.
Title: Vice President
-16-
<PAGE>
LASALLE NATIONAL BANK, as a Lender
By: /c/ Christopher G. Clifford
Name: Christopher G. Clifford
Title: Senior Vice President
IBJ SCHRODER BANK & TRUST
COMPANY, as a Lender
By: /c/ Wing C. Louie
Name: Wing C. Louie
Title: Vice President
CONGRESS FINANCIAL CORPORATION,
as a Lender
By: /c/ Anna M. Karcinsky
Name: Anna M. Karcinsky
Title: Assistant Vice President
MIDLANTIC NATIONAL BANK, as a
Lender
By: /c/ Michael Richards
Name: Michael Richards
Title: Assistant Vice President
GIBRALTAR CORPORATION, as a Lender
By: /c/ Peter J. Hollitscher
Name: Peter J. Hollitscher
Title: Vice President
BANKERS TRUST COMPANY, as Issuing
Bank
By: /c/ Frederic W. Thomas, Jr.
Name: Frederic W. Thomas, Jr.
Title: Vice President
-17-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEETS, STATEMENTS OF OPERATIONS, STATEMENT OF
STOCKHOLDERS' EQUITY AND STATEMENT OF CASH FLOWS FROM FORM 10Q FOR THE PERIOD
ENDED SEPTEMBER 28, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> SEP-28-1996
<CASH> 568
<SECURITIES> 0
<RECEIVABLES> 71,691
<ALLOWANCES> 4,543
<INVENTORY> 50,886
<CURRENT-ASSETS> 122,804
<PP&E> 71,306
<DEPRECIATION> 14,492
<TOTAL-ASSETS> 310,648
<CURRENT-LIABILITIES> 114,521
<BONDS> 141,986
0
0
<COMMON> 0
<OTHER-SE> 3,929
<TOTAL-LIABILITY-AND-EQUITY> 310,648
<SALES> 779,691
<TOTAL-REVENUES> 780,874
<CGS> 698,043
<TOTAL-COSTS> 764,975
<OTHER-EXPENSES> (3,877)
<LOSS-PROVISION> 1,875
<INTEREST-EXPENSE> 18,001
<INCOME-PRETAX> 1,775
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,775
<DISCONTINUED> 0
<EXTRAORDINARY> 219
<CHANGES> 0
<NET-INCOME> 219
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
