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):  October 6, 2008

DEL MONTE FOODS COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14335	13-3542950
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

The information contained in this Item 7.01 and in 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 October 6, 2008, Del Monte Foods Company announced via press release that Del Monte Corporation, its wholly-owned subsidiary, had completed the sale of its seafood business, including StarKist, to Dongwon Industries Co., Ltd. (“Dongwon Industries”) and its subsidiaries. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to the Purchase Agreement dated June 29, 2008 (the “Purchase Agreement”) among Del Monte Corporation, Dongwon Enterprise Co., Ltd. (“Dongwon Enterprise”), Dongwon Industries, Dongwon F&B Co., Ltd. (“Dongwon F&B”), Starkist Co. (“Starkist Co.”, and collectively with Dongwon Enterprise, Dongwon Industries, Dongwon F&B, the “Dongwon Entities”), and Starkist Samoa Co. (“Acquisition Sub”), Del Monte Corporation (i) sold to Starkist Co. all of the outstanding stock of Galapesca S.A., Panapesca Fishing, Inc. and Marine Trading Pacific, Inc., (ii) caused Star-Kist Samoa, Inc. to be merged with and into Acquisition Sub, and (iii) sold to Starkist Co. certain assets that are primarily related to the business of manufacturing, marketing, selling and distributing StarKist brand products and private label seafood products (the “Business”).

Under the terms of the Purchase Agreement, the Dongwon Entities assumed certain liabilities related to the Business and paid a purchase price in cash of approximately $359 million, subject to further adjustment post-closing based on a final determination of working capital at closing. The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions, and a specific indemnity for certain environmental liabilities.

Neither Del Monte Foods Company nor any of its affiliates have any material relationship with any of the Dongwon Entities or Acquisition Sub, or any of their respective directors, officers or affiliates other than as described herein.

This description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the 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 July 2, 2008. The Purchase Agreement has been included to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about Del Monte Foods Company, Del Monte Corporation, or any of Del Monte Corporation’s subsidiaries. The Purchase Agreement contains representations and warranties that the parties to the 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

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connection with signing the 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 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 Purchase Agreement, which subsequent information may or may not be fully reflected in Del Monte Foods Company’s public disclosures.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

The information contained in 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.

(d) Exhibits.

Exhibit	Description
2.1	Purchase Agreement by and among Del Monte Corporation, Dongwon Enterprise Co., Ltd., Dongwon Industries Co., Ltd., Dongwon F&B Co., Ltd., Starkist Co. and Starkist Samoa Co., dated as of June 29, 2008 (incorporated by reference to Exhibit 2.1 to Del Monte Foods Company’s Current Report on Form 8-K filed on July 2, 2008)
*99.1	Del Monte Foods Company Press Release dated October 6, 2008

* Furnished herewith

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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:  October 6, 2008	By:	/s/ James Potter
		Name:	James Potter
		Title:	Secretary

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EXHIBIT INDEX

Exhibit	Description
2.1	Purchase Agreement by and among Del Monte Corporation, Dongwon Enterprise Co., Ltd., Dongwon Industries Co., Ltd., Dongwon F&B Co., Ltd., Starkist Co. and Starkist Samoa Co., dated as of June 29, 2008 (incorporated by reference to Exhibit 2.1 to Del Monte Foods Company’s Current Report on Form 8-K filed on July 2, 2008)
*99.1	Del Monte Foods Company Press Release dated October 6, 2008

* Furnished herewith

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EX-99.1

Exhibit 99.1

NEWS RELEASE

DEL MONTE FOODS COMPANY COMPLETES SALE OF SEAFOOD
BUSINESS, INCLUDING STARKIST, TO DONGWON

SAN FRANCISCO, October 6, 2008 – Del Monte Foods Company (NYSE:DLM) (“Del Monte”) announced today that Del Monte Corporation, its wholly-owned subsidiary, has completed the sale of its seafood business, including StarKist, to Dongwon Industries Co., Ltd. (“Dongwon Industries”) and its subsidiaries (collectively, “Dongwon”) for approximately $359 million, including an adjustment for the preliminary estimate of working capital which will be updated once the final working capital is determined. The sale was completed pursuant to the previously announced Purchase Agreement among Del Monte Corporation, Dongwon Enterprise Co., Ltd., Dongwon Industries, Dongwon F&B Co., Ltd., and certain direct and indirect subsidiaries of Dongwon Industries.

“The divestiture of StarKist improves Del Monte’s margin structure, eliminates a source of earnings volatility and reduces debt leverage,” stated Rick Wolford, Chairman and CEO of Del Monte Foods. “This sale also increases Del Monte’s focus on faster growing, value-added, higher margin branded businesses, a key component of our accelerated growth plan.”

“We are very pleased to have successfully closed this transaction and to welcome the StarKist family to our portfolio of products,” remarked Mr. Ingu Park, Vice Chairman of Dongwon Enterprise. “Starkist, a 65-year old brand and top household name, represents a great opportunity for us to initiate operations in the United States. We will continue to leverage the value this brings as we build upon its 37% market share and number one position in the shelf stable tuna category in the United States.”

The divestiture, announced June 29, 2008, included the sale of Del Monte’s manufacturing capabilities in American Samoa and Manta, Ecuador; and certain manufacturing assets associated with StarKist seafood located in Terminal Island, California and Guayaquil, Ecuador. All of Del Monte’s direct plant personnel related to the seafood business joined Dongwon as a

result of the divestiture. In addition, as a result of the transaction, Del Monte transferred to Dongwon or eliminated a total of 33 salaried positions, consistent with expectations.

Del Monte has also entered into a two-year Operating Services Agreement with Dongwon where Del Monte will provide various operational services, such as warehousing, distribution, transportation, sales, IT and administration to the transferred business. This agreement is expected to offset the majority of fixed infrastructure costs retained by Del Monte in fiscal 2010. The benefit from the Operating Services Agreement coupled with the interest savings from planned debt reduction should cause the transaction to be essentially neutral to Del Monte’s EPS in fiscal 2010.

The transaction generates net after-tax cash proceeds of approximately $300 million, which will be applied toward debt reduction in accordance with the Company’s Credit Agreement dated as of February 8, 2005, as amended through April 25, 2008. The Company’s projected Debt to EBITDA ratio for year-end fiscal 2009 is expected to improve to approximately 3.6x from approximately 4.0x due to the deleveraging impact of this transaction.

About 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 food and pet products for the U.S. retail market, generating approximately $3.2 billion in net sales in fiscal 2008. With a powerful portfolio of brands including Del Monte ^®, S&W ^®, Contadina ^®, College Inn ^®, Meow Mix ^®, Kibbles ‘n Bits ^®, 9Lives ^®, Milk-Bone ^®, Pup-Peroni ^®, Meaty Bone ^®, Snausages ^® and Pounce ^®, Del Monte products are found in eight out of ten U.S. households. The Company also produces, distributes and markets private label food and pet products. For more information on Del Monte Foods Company (NYSE: DLM) visit the Company’s website at www.delmonte.com.

About Dongwon

Dongwon Industries mainly engages in fishery business and has 28% of market share in Korea among fish suppliers. More information about Dongwon Industries is available at www.dwml.co.kr.

Forward-Looking Statements

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 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. The forward-looking statements contained in this press release include statements related to: the expected impact of the sale; the expected impact of the proceeds from such sale; the expected impact of the operating services to be provided to the buyer; expected future G&A

costs; the expected impact of the sale on the Company’s fiscal 2009 results (including leverage) and fiscal 2010 results (including EPS); and future growth, financial operating results and related matters.

Factors that could cause actual results to differ materially from those described in this press release include, among others: issues affecting the consequences of the sale, including indemnification and other ongoing obligations under the sale and ancillary agreements (including the Operating Services Agreement); liabilities retained in connection with the planned sale; the book and tax basis of the net assets to be divested; the actual working capital of the seafood business upon closing and the related post-closing working capital adjustment; and the costs associated with the planned sale.

Additional factors that could cause actual results (particularly the Company’s future operating results, leverage and related matters) to differ materially from those described in this press release include, among others: general economic and business conditions; cost and availability of inputs, commodities, ingredients and other raw materials, including without limitation, energy (including natural gas), fuel, packaging, grains (including corn), and meat by-products (including fats and oils); the accuracy of our assumptions regarding costs and other matters; our ability to increase prices and manage the price gap between our products and competing private label products; our ability to reduce costs; logistics and other transportation-related costs; our pet food and pet snacks recall which began in March 2007 or other product recalls; our debt levels and ability to service and reduce our debt; use of cash; reduced sales, disruptions, costs or other charges to earnings or expenses that may be generated by our strategic plan and transformation plan efforts; timely launch and market acceptance of new products; competition, including pricing and promotional spending levels by competitors; efforts to improve the performance and market share of our businesses; changes in U.S., foreign or local tax laws and effective rates; effectiveness of marketing and trade promotion programs; changing consumer and pet preferences; the loss of significant customers or a substantial reduction in orders from these customers or the bankruptcy of any such customer; availability, terms and deployment of capital; interest rate fluctuations; product liability claims and other litigation; reliance on certain third-parties, including co-packers, our broker and third-party distribution centers or managers; acquisitions, if any, including identification of appropriate targets and successful integration of any acquired businesses; weather conditions; crop yields; any acceleration of our departure from Terminal Island, CA; changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including environmental regulations and import/export regulations or duties; wage rates; industry trends, including changes in buying, inventory and other business practices by customers; public safety and health issues; and other factors.

These factors and other risks and uncertainties 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. 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.

Del Monte.  Nourishing Families.  Enriching Lives.  Every Day.™

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CONTACTS:

Media Contact	Analyst/Investor Contact
Brandy Bergman/Robin Weinberg	Jennifer Garrison/Katherine Husseini
Sard Verbinnen	Del Monte Foods
(212) 687-8080	(415) 247-3382
	investor.relations@delmonte.com