Di Giorgio gets required consents to end SEC filing for 10% notes due 2007

By Jennifer Chiou

New York, Aug. 29 - Di Giorgio Corp. said it received the required consents for its 10% senior notes due 2007 to eliminate the indenture provision requiring it to make filings with the Securities and Exchange Commission.

As of 5 p.m. ET on Aug. 26, the company received consents from holders of about $94 million or 63% of the outstanding notes.

The company will pay a consent fee of $2.50 per $1,000 principal amount. Di Giorgio said it anticipates making the consent payments on Aug. 30. The Bank of New York is the tabulation agent.

As previously announced, 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 will also be obliged to conduct quarterly conference calls to discuss earnings results.

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

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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