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): December 19, 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))

Section 1 — Registrant’s Business and Operations

Item 1.01     Entry into a Material Definitive Agreement.

As previously announced and reported in a Current Report on Form 8-K dated December 16, 2005, the Board of Directors (the “Board”) of Del Monte Foods Company (the “Company”) declared a cash dividend of $0.04 per share on the Company’s common stock. Pursuant to the Company’s collared accelerated share repurchase arrangement entered into on June 29, 2005 (the “June 29, 2005 ASB”) with Goldman Sachs International (“Goldman Sachs”), under which the Company repurchased approximately 12 million shares of its outstanding common stock, the declaration of such a dividend constitutes an Extraordinary Dividend (as defined in the June 29, 2005 ASB) and provides Goldman Sachs with the right to terminate the June 29, 2005 ASB. On December 19, 2005, Goldman Sachs notified the Company of its intent to terminate the June 29, 2005 ASB effective as of the close of business on such date. The termination does not affect the retirement of the approximately 12 million shares previously repurchased by the Company but, as described below, affects the timing and amount of payments between the parties with respect to the June 29, 2005 ASB.

The June 29, 2005 ASB provides that certain payments are required by both the Company and Goldman Sachs upon termination. Most significantly, the Company may receive from, or be required to pay, Goldman Sachs a purchase price adjustment with respect to the approximately 12 million repurchased shares based principally on Goldman Sachs’ actual cost to purchase the shares in the open market, subject to a partial collar, over a period of approximately 16 months beginning shortly after the repurchase from Goldman Sachs.

Simultaneously with the termination of the June 29, 2005 ASB, on December 19, 2005, the Company entered into a new collared accelerated share repurchase arrangement (the “December 19, 2005 ASB”) with Goldman Sachs based on approximately 8 million shares to complete the balance of the June 29, 2005 ASB. As a result, the new arrangement requires the Company and Goldman Sachs to settle the price adjustment with respect to the approximately 4 million shares already purchased by Goldman Sachs based on their actual cost to purchase the shares in the open market between July 22, 2005 and December 19, 2005. The aggregate amount required to be paid by the Company to Goldman Sachs under the June 29, 2005 ASB, which includes the amount of the price adjustment for the approximately 4 million shares purchased by Goldman Sachs, is approximately $1,168,000 and must be paid in cash on or before December 22, 2005.

The December 19, 2005 ASB, as evidenced by the Master Confirmation dated June 29, 2005 and incorporated herein by reference at Exhibit 10.1, and the new Supplemental Confirmation dated December 19, 2005 executed by the Company and Goldman Sachs and attached hereto as Exhibit 10.2, contains terms substantially identical to the June 29, 2005 ASB, requiring certain payments by both the Company and Goldman Sachs. As with the June 29, 2005 ASB, the most significant of these payments is the purchase price adjustment with respect to the remaining 8 million shares based principally on Goldman Sachs’ actual cost to purchase such shares in the open market, subject to a partial collar, over a period that is expected to extend to late October 2006. Any payments that the Company may make under the December 19, 2005 ASB can be settled, at the Company’s option, in cash or in shares of its common stock.

Goldman Sachs has agreed that its purchases of the Company’s common stock in the open market in connection with the December 19, 2005 ASB will be accomplished in accordance with the volume and timing guidelines of Rule 10b-18 of the Exchange Act applicable to the Company and Rule 10b5-1 of the Exchange Act.

The foregoing summary of the material provisions of the new Supplemental Confirmation entered into December 19, 2005 between the Company and Goldman Sachs does not purport to be complete and is qualified in its entirety by reference to the Master Confirmation and Supplemental Confirmation filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Item 1.02     Termination of a Material Definitive Agreement

The information set forth above in “Item 1.01. Entry into a Material Definitive Agreement” regarding Goldman Sachs’ termination of the June 29, 2005 ASB with Company is hereby incorporated into Item 1.02 by reference.

Section 2 — Financial Information

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above in “Item 1.01. Entry into a Material Definitive Agreement” regarding the Company’s entry into the December 19, 2005 ASB with Goldman Sachs is hereby incorporated into Item 2.03 by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits.

(c)  Exhibits.

Exhibit	Description
10.1	Master Confirmation entered into by the Company and Goldman Sachs on June 29, 2005 (previously filed in a Current Report on Form 8-K dated June 30, 2005 and incorporated herein by reference)
10.2	Supplemental Confirmation entered into by the Company and Goldman Sachs on December 19, 2005

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: December 20, 2005	By:	/s/ James Potter
		Name:	James Potter
		Title:	Secretary

EXHIBIT INDEX

Exhibit	Description
10.1	Master Confirmation entered into by the Company and Goldman Sachs on June 29, 2005 (previously filed in a Current Report on Form 8-K dated June 30, 2005 and incorporated herein by reference)
10.2	Supplemental Confirmation entered into by the Company and Goldman Sachs on December 19, 2005

EX-10.2

Exhibit 10.2

ANNEX A

SUPPLEMENTAL CONFIRMATION

To:	Del Monte Foods Company One Market @ The Landmark San Francisco, CA 94105
From:	Goldman Sachs International
Subject:	Collared Accelerated Share Repurchase Transaction — Execution Pricing
Ref. No:	[Insert Reference No.]
Date:	December 19, 2005

     The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman Sachs International. (“GSI”) and Del Monte Foods Company (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between GSI and Counterparty as of the relevant Trade Date for the Transaction referenced below. GSI is acting as principal in this Transaction and Goldman, Sachs & Co., its affiliate, is acting as agent for GSI and Counterparty in this Transaction. GSI is not a member of the Securities Investor Protection Corporation. The final terms of the Transaction shall be sent to Counterparty by GSI substantially in the form of a Trade Notification attached hereto as Schedule A.

     The definitions and provisions contained in the Master Confirmation specified below are incorporated into this Supplemental Confirmation. In the event of any inconsistency between those definitions and provisions and this Supplemental Confirmation, this Supplemental Confirmation will govern.

1.     This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of June 29, 2005 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.     The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date:	As specified in the Trade Notification. In a related transaction Counterparty agreed to purchase a number of Shares in excess of the Number of Shares from GSI on the Trade Date at the Forward Price per Share.
Capped Settlement Amount:	The product of (a) the difference between $12.354 and the Hedge Period Market Price multiplied by (b) the Number of Shares multiplied by (c) the Applicable Percentage.
Floor Settlement Amount:	As specified in the Trade Notification, subject to concurrence by Counterparty.
Hedge Completion Date:	The Scheduled Trading Day on which GSI finishes establishing its Hedge Positions, as determined by GSI in its sole discretion.
Forward Price:	USD $10.42 per Share

Hedge Period Market Price	The New York 10b-18 Volume Weighted Average Price per share of the Shares over the Hedge Period (without regard to pre-open or after hours trading outside of regular trading sessions), as published by Bloomberg.
Hedge Forward Differential:	The product of (a) the difference between the Hedge Period Market Price minus the Forward Price multiplied by the product of (b) the Number of Shares multiplied by (c) the Applicable Percentage.
Hedge Forward Cash Settlement Amount:	The product of (a) the difference between the Settlement Price minus the Hedge Period Market Price multiplied by (b) the Number of Shares.
Hedge Period:	The number of Scheduled Trading Days from and including December 20, 2005 to and including the Scheduled Trading Day upon which GSI fully establishes its Hedge Positions.
Initial Payment Amount:	An amount in USD equal to the product of (a) 0% of the Hedge Period Market Price multiplied by (b) the Number of Shares multiplied by (c) the Applicable Percentage, payable by Counterparty to GSI by 10:00 a.m. New York time on the Scheduled Trading Day immediately following the Hedge Completion Date.
Valuation Date:	As specified in the Trade Notification.
Number of Shares:	8,010,046 Shares
Applicable Percentage:	46.81%
Reserved Shares:	25,000,000 Shares
Termination Price:	$7.00 per Share
Counterparty Additional Payment Amount:	$624,088.20

          3.     Counterparty represents and warrants to GSI that it has disclosed to GSI any and all purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act made during the four full calendar weeks immediately preceding the Trade Date by Counterparty or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act.

          4.      The Contracting Parties agree that, unless such Contracting Parties otherwise agree in writing, and only with respect to an Additional Termination Event under Section 7(d) of the Master Confirmation, the word “may” in the eleventh line of Section 6(b)(iv) of the Agreement shall be deleted and replaced with “may within a period of time not to exceed 20 days following the notice provided pursuant to Section 6(b)(i) hereof”.

          5.      The Contracting Parties agree that, with respect to this Transaction, the following will be added after the words “Capped Settlement Amount” in the fifth line of the definition of Collared Forward Cash Settlement Amount in the Master Confirmation “, provided that in the event that the Floor Settlement Amount exceeds this amount, then the Floor Settlement Amount shall be the Collared Forward Cash Settlement Amount”.

          Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.

Yours sincerely, GOLDMAN SACHS INTERNATIONAL
By:	/s/ Sharon Seibold
	Authorized Signatory

Agreed and Accepted
By: DEL MONTE FOODS COMPANY

By: /s/ Thomas E. Gibbons                                        
     Name: Thomas E. Gibbons
     Title: Senior Vice President

SCHEDULE A

TRADE NOTIFICATION

To:	Del Monte Foods Company One Market @ The Landmark San Francisco, CA 94105
From:	Goldman Sachs International
Subject:	Collared Accelerated Share Repurchase Transaction-Execution Pricing
Ref. No:	[Insert Reference No.]
Date:	[Insert Date]

          The purpose of this Trade Notification is to notify you of certain terms in the Transaction entered into between Goldman Sachs International (“GSI”) and Del Monte Foods Company (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. GSI is acting as principal in this Transaction and Goldman, Sachs & Co., its affiliate, is acting as agent for GSI and Counterparty in this Transaction. GSI is not a member of the Securities Investor Protection Corporation.

          The definitions and provisions contained in the Supplemental Confirmation specified below are incorporated into this Trade Notification. In the event of any inconsistency between those definitions and provisions and this Trade Notification, this Trade Notification will govern.

          This Trade Notification supplements, forms part of, and is subject to the Supplemental Confirmation dated as of June 29, 2005 (the “Supplemental Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Supplemental Confirmation govern this Trade Notification.

          The Supplemental Confirmation specified a method or formula for determining the amounts, dates or numbers below. The actual amounts, dates or numbers are as follows:

Trade Date:	[June 29, 2005]
Hedge Completion Date:	[               ]
Capped Settlement Amount:	USD $[               ]
Floor Settlement Amount:	USD $[               ]
Hedge Forward Differential:	USD $[               ]
Hedge Forward Cash Settlement Amount:	USD $[               ]
Initial Payment Amount:	USD $[               ]
Counterparty Additional Payment Amount:	USD $[               ]
Valuation Date:	October 25, 2006

Yours sincerely, GOLDMAN SACHS INTERNATIONAL
By:
	Authorized Signatory