Di Giorgio tenders for 10% notes

New York, Jan. 3 - Di Giorgio Corp. said it has begun a tender offer and consent solicitation for any and all of its $148.3 million outstanding 10% senior notes due 2007.

The offer ends at 5 p.m. ET on Feb. 1 while the consent solicitation expires at 5 p.m. ET on Jan. 18.

Holders who tender their notes and deliver consents by the consent deadline will receive $1,023.23 per $1,000 principal amount, including a consent payment of $30.00 per $1,000 principal amount.

Holders who tender after the consent deadline will receive $993.23 per $1,000 principal amount.

Di Giorgio will also pay accrued interest up to but not including the date of payment.

Holders who tender will be deemed to have delivered consents. The consent solicitation is to amend the note indenture to eliminate certain restrictive covenants and certain provisions relating to events of default and amend certain other related provisions.

The offer is subject to conditions including the receipt of the consents needed to amend the indenture and Di Giorgio raising funds from an offering of $150 million of new notes.

Merrill Lynch & Co. is dealer manager and solicitation agent (212 449-4914 or 888 ML4-TNDR). Global Bondholder Services Corp. is the information agent (866 470-3800).

Di Giorgio is a Carteret, N.J., independent food distributor.

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