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): April 24, 2006

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 2 — Financial Information

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

In accordance with the terms of the Credit Agreement dated as of February 8, 2005, as amended on January 20, 2006 (the “Credit Agreement”), among Del Monte Corporation (“Del Monte”), a wholly-owned subsidiary of Del Monte Foods Company, as borrower, Del Monte Foods Company and certain lender parties, Del Monte is required to make a prepayment of Term Loan debt in the amount of 20% of the Net Cash Proceeds, as defined in the Credit Agreement, received in connection with and upon the consummation of, certain Major Dispositions, as defined in the Credit Agreement, prior to July 30, 2006. Such prepayment is required to be made substantially contemporaneously with the consummation of the applicable Major Disposition. The sale of the Businesses described in Item 7.01 below qualifies as such a Major Disposition. The amount of the applicable mandatory prepayment made by Del Monte on April 25, 2006 as a result of the sale of the Businesses was approximately $43.3 million. The remaining balance, net of this prepayment, of the Term Loans under the Credit Agreement, approximately $555.6 million, currently remains outstanding in accordance with the terms thereof.

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure

The information contained in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On April 24, 2006, Del Monte Foods Company announced via press release that Del Monte had completed its previously announced sale to TreeHouse Foods, Inc. (“TreeHouse”) of Del Monte’s (1) private label soup business, referred to as Del Monte Corporate Brands, (2) infant feeding business conducted under the brand name Nature’s Goodness, and (3) the food service soup business (collectively, the “Businesses”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Under the terms of the Asset Purchase Agreement, dated as of March 1, 2006, by and between Del Monte and TreeHouse, Del Monte sold to TreeHouse certain real estate, equipment, machinery, inventory, raw materials, intellectual property and other assets that are primarily related to the Businesses, and TreeHouse assumed certain liabilities to the extent related to the Businesses. The purchase price paid in cash under the Asset Purchase Agreement was approximately $275 million, and is subject to a post-closing adjustment based on a determination of working capital at closing. The Asset Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions.

Neither Del Monte nor any of its affiliates have any material relationships with TreeHouse or its directors, officers or affiliates.

This description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Asset Purchase Agreement, a copy of which is incorporated in this Current Report of Form 8-K by reference and is attached as Exhibit 2.1 to Del Monte Foods Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2006. The Asset Purchase Agreement is intended to provide investors and stockholders with information regarding its terms and is not intended to provide any other factual information about Del Monte. The Asset Purchase Agreement contains representations and warranties that the parties to the Asset Purchase Agreement made to and solely for the benefit of each other. The assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Asset Purchase Agreement. Accordingly, investors and stockholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Asset Purchase Agreement and are modified in important part by the underlying disclosure schedules. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in Del Monte’s public disclosures.

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Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

Exhibit	Description
2.1	Asset Purchase Agreement between Del Monte Corporation and TreeHouse Foods, Inc., dated as of March 1, 2006 (incorporated by reference to Exhibit 2.1 to Del Monte Food Company’s Current Report on Form 8-K filed on March 6, 2006)
99.1	Del Monte Foods Company Press Release dated April 24, 2006.

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: April 25, 2006	By:	/s/ James Potter
		Name:	James Potter
		Title:	Secretary

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EXHIBIT INDEX

Exhibit	Description
2.1	Asset Purchase Agreement between Del Monte Corporation and TreeHouse Foods, Inc., dated as of March 1, 2006 (incorporated by reference to Exhibit 2.1 to Del Monte Food Company’s Current Report on Form 8-K filed on March 6, 2006)
99.1	Del Monte Foods Company Press Release dated April 24, 2006.

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EX-99.1

Exhibit 99.1

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

NEWS RELEASE

DEL MONTE FOODS COMPLETES SALE OF PRIVATE LABEL SOUP AND INFANT FEEDING BUSINESSES TO TREEHOUSE FOODS, INC.

SAN FRANCISCO, April 24, 2006 - Del Monte Foods Company (NYSE: DLM) today announced that Del Monte Corporation, its wholly owned subsidiary, has completed the sale of its private label soup and infant feeding businesses to TreeHouse Foods, Inc. (“TreeHouse”) for approximately $275 million.

“This transaction, which was an important step in the Company’s implementation of Project Brand, will enable us to enhance shareholder value by increasing the branded focus of our product portfolio and accelerating innovation-driven organic growth in higher margin categories,” said Rick Wolford, Del Monte’s Chairman and Chief Executive Officer. “This sale allows Del Monte to focus our innovation initiatives and financial resources on building our branded businesses, including the Meow Mix and Milk-Bone equities following the completion of those acquisitions.”

The divestiture, announced March 2, 2006, included the sale of Del Monte’s manufacturing facility and distribution center in Pittsburgh, Pennsylvania and certain manufacturing assets associated with the private label soup business located at the Mendota, Illinois facility. Del Monte has entered into a co-pack agreement for TreeHouse to produce broth in the Pittsburgh facility for Del Monte’s College Inn broth business, which business was not part of the sale. In addition, TreeHouse has entered into a long-term lease agreement at Del Monte’s Mendota facility, where the Company will continue to produce vegetable products.

Del Monte Foods
Del Monte Foods is one of the country’s largest and most well known producers, distributors and marketers of premium quality, branded and private label food and pet products for the U.S. retail market, generating over $3 billion in net sales in fiscal 2005. With a powerful portfolio of brands including Del Monte^®, Contadina^®, StarKist^® , S&W^®, College Inn^®, 9Lives^®, Kibbles ‘n Bits^®, Pup-Peroni^®, Snausages^®, Pounce^® and Meaty Bone^®, Del Monte products are found in nine out of ten American households. For more information on Del Monte Foods Company (NYSE:DLM), visit the Company’s website at www.delmonte.com.

This press release contains forward-looking statements conveying management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,” and words of similar meaning. The forward-looking statements contained in this press release include statements related to the planned Meow Mix and Milk- Bone acquisitions and the expected impact of the sale on the Company.

Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement, including: failure to obtain regulatory approvals or satisfy other conditions necessary to consummate the planned acquisitions of Meow Mix and Milk-Bone on a timely basis if at all; other issues affecting the expected consequences of the sale, including indemnification and other ongoing obligations under the sale and ancillary agreements; future financial operating results of the Company; and the Company’s business plans at and after the time of any consummation of the planned acquisitions.

Additional factors that may affect the Company’s future financial operating results and business plans are described in more detail, from time to time, in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K and its most recent quarterly report on Form 10-Q. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.

CONTACTS:

Media	Analysts
Melissa Murphy	Jennifer Garrison
Del Monte Foods	Del Monte Foods
(412) 222-8713	(415) 247-3382

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