8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

     

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 8, 2005

DEL MONTE FOODS COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14335	13-3542950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Market @ The Landmark San Francisco, California	94105
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 247-3000

N/A

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Section 8 — Other Events

Item 8.01. Other Events

     On February 8, 2005, Del Monte Foods Company announced via press release that its wholly-owned subsidiary, Del Monte Corporation, has completed its previously announced plan to refinance a significant portion of its outstanding indebtedness. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits.

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated February 8, 2005.

2

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Del Monte Foods Company
Date: February 8, 2005	By:	/s/ James Potter
		Name:	James Potter
		Title:	Secretary

3

EXHIBIT INDEX

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated February 8, 2005.

4

EX-99.1

Exhibit 99.1

NEWS RELEASE

Del Monte Foods Company
P.O. Box 193575
San Francisco, CA 94119-3575

DEL MONTE FOODS COMPANY ANNOUNCES
COMPLETION OF REFINANCING

SAN FRANCISCO, February 8, 2005 — Del Monte Foods Company (NYSE: DLM) announced today that its wholly-owned subsidiary Del Monte Corporation (the “Corporation”) has completed its previously announced plan to refinance a significant portion of its outstanding indebtedness. The refinancing included the consummation of the Corporation’s cash tender offer and consent solicitation (the “Offer”) with respect to its outstanding 9 1/4% senior subordinated notes due 2011 (the “Old Notes”), the Corporation’s private placement offering of $250 million principal amount of its 6 3/4% senior subordinated notes due 2015 (the “New Notes”) and the Corporation’s consummation of a new $950 million senior credit facility (the “New Credit Facility”).

The Corporation used the proceeds from the sale of the New Notes and borrowings under the New Credit Facility to fund the payment of consideration and costs relating to the Offer and to repay amounts outstanding under its previous credit facility. The New Credit Facility consists of a revolving credit facility of $350,000,000 with a term of six years, a $450,000,000 term loan A with a term of six years, and a $150,000,000 term loan B with a term of seven years.

The Offer expired at 12:00 midnight, New York City time, on Monday, February 7, 2005 (the “Expiration Time”). As of the Expiration Time, $297,463,000 aggregate principal amount of Old Notes had been validly tendered and not withdrawn, which represented approximately 99.15% of the outstanding aggregate principal amount of the Old Notes. The Corporation has accepted for payment and paid for all Old Notes validly tendered and not validly withdrawn on or prior to the Expiration Time.

This announcement does not constitute an offer to purchase the Old Notes or a solicitation of consents to amend the related Indenture. The Offer was made solely pursuant to the Corporation’s Offer to Purchase and Consent Solicitation Statement dated January 10, 2005.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the New Notes. The New Notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

CONTACTS:
	Brandy Bergman/Tracy Greenberger (Media)	Tom Gibbons (Analysts)
	Citigate Sard Verbinnen	Del Monte Foods
	(212) 687-8080	(415) 247-3382