Di Giorgio seeks to end SEC filing for 10% notes due 2007

By Jennifer Chiou

New York, Aug. 10 - Di Giorgio Corp. said it began a consent solicitation for its 10% senior notes due 2007 to eliminate the indenture provision requiring it to make filings with the Securities and Exchange Commission.

Instead, the proposed amendment will allow the company to provide audited annual financial statements and unaudited quarterly financial statements and other material documents and information. Di Giorgio would also be obligated to conduct quarterly conference calls to discuss earnings results.

Di Giorgio said the change will allow it to avoid the expense of complying with Section 404 of the Sarbanes-Oxley Act of 2002.

The solicitation expires at 5 p.m. ET on Aug. 26, unless extended, and the company will pay a consent fee of $2.50 per $1,000 principal amount.

The company must receive consents for a majority of the notes.

Wachovia Securities is solicitation agent (866 309-6319 or call collect 704 715-8341). The information agent is MacKenzie Partners (800 322-2885 or call collect 212 929-5500).

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