Di Giorgio Commences a Consent Solicitation With Respect to Its 10% Senior Notes due 2007.CARTERET, N.J. -- Di Giorgio Corporation ("Di Giorgio") announced today that it has commenced a solicitation of consents from holders of record as of August 9, 2005 of its 10% Senior Notes due 2007 (the "Notes"). The purpose of the consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with is to seek approval of an amendment to the Indenture governing the Notes to replace Di Giorgio's current obligations under the Indenture to file annual, quarterly and other reports with the SEC with an obligation to provide the holders of its Notes and others, including qualified prospective investors, with comparable periodic information. The proposed amendment will require the Company to provide audited annual financial statements and unaudited quarterly financial statements (each with a "Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Financial Condition and Results of Operations" section) and other material documents and information. Di Giorgio would also be obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to conduct quarterly conference calls to discuss earnings results. Through the proposed amendment, Di Giorgio seeks to avoid the costly and time consuming obligation to comply with Section 404 of the Sarbanes-Oxley Act See SOX. of 2002. The consent solicitation will expire at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on August 26, 2005 unless extended (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). To effectuate the proposed amendment, Di Giorgio must receive valid consents from holders of a majority in aggregate principal amount of the outstanding Notes prior to the Expiration Date. If and when the proposed amendment becomes effective, Di Giorgio will pay a cash consent fee of $2.50 for each $1,000 principal amount of Notes for which a consent is validly delivered and not revoked. Detailed terms and conditions are contained in the Consent Solicitation Statement dated August 10, 2005. Wachovia Securities Wachovia Securities, located in Richmond, Virginia (soon to be moved to St. Louis), is the third largest brokerage firm in the United States as of 2006 with $689 billion retail client assets under management. It is a subsidiary of Wachovia Corporation. is acting as Solicitation Agent. Persons with questions should contact Wachovia Securities, at (704) 715-8341 (collect) or (866) 309-6319 (toll-free). Holders of Notes can obtain copies of the Consent Solicitation Statement and related material from the Information Agent, MacKenzie Partners, at (212) 929-5500 (collect) or (800) 322-2885 (toll-free). |
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