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Di Giorgio Corporation - 1996 Synopsis

Once a vast fruit-growing empire that owned almost 50 square miles of California and Florida farmland, the Di Giorgio Corp. became a conglomerate in the 1980s and, following a takeover and restructuring in the early 1990s, emerged as a distributor of food products. Di Giorgio distributes a variety of grocery products under the White Rose brand name, primarily to the tri-state region of New York, New Jersey, and Connecticut.

The founder of the company, Giuseppe Di Giorgio, was born in Cefalu, Sicily, in 1874. One of nine children born to a small-scale vineyard owner and lemon grower, he arrived in New York in 1888. After a few years working for a fruit jobber, the young man--now Joseph Di Giorgio--moved to Baltimore and became a middleman himself. Borrowing money from a bank, he founded the Baltimore Fruit Exchange in 1904. Eventually he was to have a controlling interest in the Baltimore, New York, and Pittsburgh fruit exchanges. In 1911 he bought the Earl Fruit Co., a well-established California shipper.

Di Giorgio became a grower in 1918, when he started to acquire land in Florida for growing citrus fruits. A year later he bought 5,845 acres of land north of Arvin in California's southern San Joaquin Valley for about $90 an acre. This was arid, saline scrubland, but its owner, who established the Di Giorgio Fruit Co. in 1920, obtained water by drilling wells hundreds of feet deep with powerful electric pumps and began to plant trees and vines to grow apricots, grapes, and peaches. By 1929 the company had the largest fruit-packing plant in the nation. A branch railway line serving Arvin was built to provide shipping facilities for Di Giorgio and other fruit growers. The end of prohibition in 1933 enabled Di Giorgio Fruit to expand grape production, and it took a sizable equity position in California wineries, including its own Del Vista Wine Co.

By 1946 Di Giorgio Fruit occupied about 33 square miles in the San Joaquin Valley and was the largest grape, plum, and pear grower in the world. It was also the second largest producer of wine in the United States. Other crops grown there included potatoes and asparagus. The company also held thousands more acres in the state, as far north as Marysville (north of Sacramento) and as far south as the Borrego Valley, near the Mexican border. In addition, the company held about 14 square miles of land in Florida and was the largest producer of citrus fruit in that state. Non-growing income (about ten percent of the total) came from dividends from the fruit exchanges and minority interests in other fruit auction companies, returns as a packer, loader, and commission merchant, an Oregon lumber and box facility, and the winery. The corporation's annual revenue rose from $5,7 million in 1938 to $18.2 million in 1946. In the latter year, Joseph Di Giorgio and other family members owned 59 percent of the corporation's common stock and a controlling portion of the cumulative preferred stock.

However, this vast farm empire began to experience dramatic setbacks over the next 20 years. In the late 1930s and early 1940s the water table under the major portion of Di Giorgio's California properties sunk about 150 feet. To survive, the operation needed federal irrigation water but was disqualified by the U.S. Bureau of Reclamation, which restricted its services to individual recipients who owned less than 160 acres--a limit Joseph Di Giorgio referred to as a Bolshevist measure.

Labor unrest also played a part in Di Giorgio's struggles. The corporation withstood a 1947-50 strike aimed at union recognition for its farm workers, but in 1966 the company signed a contract with Cesar Chavez's United Farm Workers Organizing Committee. Prior to the settlement, civil rights activists had organized a boycott of Di Giorgio grapes and other products.

Joseph Di Giorgio died in 1951. Among his four nephews in high-level management, Robert Di Giorgio eventually came to the fore. A graduate of Lawrenceville School, Yale University, and Fordham Law School, Robert Di Giorgio's ambitions and management style contrasted sharply to those of his uncle. Under the leadership of Robert Di Giorgio, who became president in 1962, the corporation increased the nonagricultural portion of its business from 15 percent in 1955 to 87 percent in 1964 and to over 98 percent in 1967. "Fruit" was dropped from the company name in 1964, the year its annual report described Di Giorgio as a "publicly held, profit oriented processor, distributor and marketer of foods." The Florida citrus holdings were sold in 1972, and by 1976 Di Giorgio owned only 2,500 acres of farmland, in the Marysville area, which was soon sold in 1978. Another 6,000 acres of land in the Borrego Valley was retained for nonagricultural development.

During this time, the company began to diversify its interests, and by the late 1960s the Di Giorgio Corp. controlled 15 non farming subsidiaries. In the late 1950s Di Giorgio had acquired S&W Fine Foods, TreeSweet Products, and the White Rose food distribution business in greater New York. Serv-A-Portion, purchased in 1967, packaged packets of sugar, mustard, ketchup, and other condiments for use by fast-food businesses and institutional cafeterias. Los Angeles Drugs (LAD), acquired in 1968, distributed drugs, pharmaceuticals, and cosmetics in southern California. Peter Carando, Inc., also bought in 1968, processed Italian-style meats in New England. Acquired in 1969, Las Plumas Lumber Co. raised the company's stake in West Coast timber production.

Di Giorgio's activities also included land development for shopping centers, condominium apartments, recreational areas, and mobile home parks. Investments and directorships tied the company to such powerful California enterprises as the Bank of America, Pacific Gas and Electric, and Southern California Edison. Assets reached $82.9 million in 1965, while sales passed $100 million, ranking Di Giorgio ninth in rate of sales growth among the nation's 500 leading corporations. Robert Di Giorgio moved up from president to chairperson in 1971, while also remaining chief executive officer.

By this time the company's White Rose subsidiary was the largest independent wholesale-grocery distributor in the greater New York area. TreeSweet was processing and marketing citrus juices in Europe as well as the United States, while the Serv-A-Portion subsidiary marketed small containers of jams, jellies, and sugar in Europe. An international subsidiary bottled Sunland juice products in Belgium for distribution in European supermarkets and food stores, and DG Leisure Products was building and distributing campers and travel trailers made by Di Giorgio factories in California and Michigan. A California subsidiary was making machines used in peach canneries to extract pits. Precut housing components and wood chips were being exported to Japan from sawmills in the Pacific Northwest.

Like many other conglomerates of that era, Di Giorgio eventually proved to have taken on more than it could handle. After the national economy fell into recession in late 1973, the company suffered its first loss in 1974 since the 1930s, $3.1 million. Corporate earnings totaled $24.8 million in 1975, but $9.6 million was paid out in interest on the corporation's heavy debt, which included $70 million in long-term debt. Net earnings for the year came to only $630,000.

By 1979 Di Giorgio's annual sales were approaching $1 billion. However, a reviewer in the New York Times article described Di Giorgio as "an association of marketing men looking for something to sell," meaning that the company still lacked focus. "We went into a rush program of acquisitions," Robert Di Giorgio later conceded, observing that "when you do that, you make some very good ones and some bad ones. Fortunately, there were more good ones than bad ones, but we made some mistakes." These mistakes included money-losing units that manufactured plastic tableware and wrought-iron and aluminum furniture. As a result, the corporation sold off peripheral businesses, including the sawmills and recreational vehicles, reducing its subsidiaries from 28 to 18. Of the company's 1978 revenue of $897.1 million, 44 percent came from the corporation's building materials division, 32 percent from the food distribution division (which included drugs), 14 percent from the food processing division, and ten percent from automotive accessories.

Among the company's problems, according to some analysts, was uncertainty over its future course. In 1980, as Robert Di Giorgio approached his seventieth birthday, investors (disappointed with the corporation's overall earnings of only $11 million on sales of $1 billion) wondered if a successor would be able to rein in the 15 powerful divisional presidents. Allowed great autonomy under Di Giorgio, most of them had been owners of the acquired businesses they continued to manage. In some cases they had sold their businesses for Di Giorgio stock and had thus become large shareholders. Di Giorgio stepped down as chairperson in 1982 and was succeeded by Peter Scott, who also remained president. However, Di Giorgio remained to chair the board's executive committee.

In 1983 Di Giorgio's building materials sector opened two new facilities, a California plant for precut, preassembled lumber, and a Denver facility for extruding aluminum used in doors, windows, and panels. White Rose continued to be the company's most profitable unit, while Allied Distributing Co., a distributor of electronics products, was reported to have invested too heavily in the glutted video game market. Also during this time, a major luxury resort development in Borrego Springs overseen by Di Giorgio began operations.

A restructuring program was adopted in 1984, a year in which the corporation's stock fell 98 cents a share. Sun Aire, a California commuter airliner, was sold to Skywest Airlines. Also sold that year were TreeSweet, Allied, and real estate, other than Borrego Springs previously held for development. By August 1985 Di Giorgio's was profitable again, and its stock had rebounded from a low of under $10 a share in late 1984 to more than $16 a share. The following year the Los Angeles Drug Co. (LAD) was sold for about $40 million.

Would-be corporate raiders started putting Di Giorgio "in play" during 1986. First, Kane-Miller Corp. acquired a 9.4 percent stake in the company but then backed off and sold some of those shares. Later in the year, Mario Gabelli raised his holdings to 11.2 percent of the stock. Although Gabelli initially denied that he would attempt to take over Di Giorgio, he did remark that food companies were prone to buyouts because of undervalued assets and attractive cash flow. By September, the company's stock had risen to $25 a share.

By July 1987 Gabelli Group Inc. owned 28.6 percent of Di Giorgio's common stock, which had reached $31 a share. After two partnerships related to the Gabelli Group made an unsolicited $238 million leveraged buyout offer for Di Giorgio, the company management adopted a "poison pill" defense. Under this plan, each share was issued the right, in the event of a takeover or merger, to be exchanged for twice its value in the stock of the surviving company. In addition, shareholders not belonging to a person or group holding 30 percent of the common stock received the right to buy company shares at half price. In early 1988 Di Giorgio enacted a $70 million, $21-a-share buyback offer, ultimately buying about 41 percent of the outstanding shares.

To help pay for the buyback, the management sold five divisions, including Serv-A-Portion, the Belgium-based international food processing subsidiary, an aluminum products division, and the land development unit. These transactions brought in $122 million and left Di Giorgio to focus on two lines of business: food processing and distribution and building materials.

New Jersey native Arthur M. Goldberg became, in February 1989, the fourth investor in less than three years to buy more than five percent of Di Giorgio's stock and seek control. Goldberg had previously attempted to take over Di Giorgio in 1984 but had sold his stock when the price rose. A former trial lawyer and an active investor in medium-sized companies, Goldberg had a history of taking quick profits, sometimes in the form of "greenmail," the name given to a company buyback of a raider's shares at a premium price. Goldberg's investments reportedly had earned $80 million for himself and his partners. He denied being only interested in speculative profits, however, telling a San Francisco Chronicle reporter, "I've tried to always build companies, rather than tear them down.... In all the situations I've been in, all the stockholders have done very, very well."

Di Giorgio's management rejected a $30-a-share offer from Goldberg in June 1989. He owned 13 percent of the corporation's stock in August, when he made a tender offer of $32 a share to the stockholders, which was reduced to $30 a share in December. The bid, estimated to be worth $154 million, was managed by New York's Bankers Trust Co., which stood to gain as much as $10 million by providing a bridge loan, underwriting the subordinated debt, and handling the sale of some of Di Giorgio's units. By the end of the year Goldberg's DIG Acquisition Corp., a unit of Rose Partners L.P., in which he was the only general partner, held or had been tendered at least 75 percent of Di Giorgio's shares.

Goldberg took control of Di Giorgio in February 1990, becoming its chairperson, president, and chief executive officer. Also during this time, he became chairperson and chief executive officer of Bally Manufacturing Corp., the casino and health-club operator. Di Giorgio's headquarters were moved from San Francisco to Somerset, New Jersey, the base for Goldberg's investment partnerships. Of Di Giorgio's remaining five divisions, all except White Rose were sold by 1994.

Early that year a competitor, the Fleming Companies, Inc. of Oklahoma City, indicated that it had signed a letter of intent to sell most of the assets of its Royal Foods dairy and delicatessen products business in Woodbridge, New Jersey, to Di Giorgio. Terms were not disclosed. This operation had revenues of about $300 million in 1993, bringing Di Giorgio's combined annual revenue to about $1.1 billion.

Principal Subsidiaries: White Rose Corp