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 16, 2009

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:

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

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

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

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

Section 7 – Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure

On October 16, 2009, Del Monte Foods Company (“DMFC”) announced that its wholly owned subsidiary Del Monte Corporation (“Del Monte”) had completed its previously announced tender offer and consent solicitation for any and all of its 8 ⁵/8% Senior Subordinated Notes due 2012 (the “Notes”). 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

The information contained in this Item 9.01 and in the accompanying exhibit 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated October 16, 2009

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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 16, 2009	By:	/s/ Richard L. French
	Name:	Richard L. French
	Title:	Senior Vice President, Treasurer, Chief Accounting Officer and Controller

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EXHIBIT INDEX

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated October 16, 2009

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EX-99.1

Exhibit 99.1

NEWS RELEASE

DEL MONTE FOODS COMPANY ANNOUNCES

CLOSING OF TENDER OFFER FOR 8 ⁵/8% NOTES

SAN FRANCISCO, October 16, 2009 — Del Monte Foods Company (NYSE:DLM) (the “Company”) previously announced that its wholly owned subsidiary Del Monte Corporation (“Del Monte”) had commenced a cash tender offer (the “Tender Offer”) for any and all of its 8 ⁵/8% Senior Subordinated Notes due 2012 (the “Notes”), of which $450 million principal amount were outstanding at such time. In conjunction with the Tender Offer, Del Monte also solicited consents (the “Consent Solicitation” and together with the Tender Offer, the “Offer”) to adopt proposed amendments to the indenture under which the Notes were issued, dated as of December 20, 2002 (as supplemented to such date, the “Indenture”), that would eliminate substantially all restrictive covenants and certain event of default provisions contained in the Indenture. On October 1, 2009, the Company announced that as of 5:00 pm, New York City time, on September 30, 2009 (the “Consent Time”), $438,748,000 aggregate principal amount of the Notes had been validly tendered and not withdrawn, which represented approximately 97.5% of the outstanding aggregate principal amount of the Notes. Del Monte accepted for purchase and payment all of such tendered Notes.

The Company announced today that an additional $1,785,000 aggregate principal amount of Notes, or approximately 0.4% of the original outstanding aggregate principal amount of the Notes, were validly tendered and not withdrawn after the Consent Time but at or prior to 11:59 p.m., New York City time, on October 15, 2009 (the “Expiration Date”), pursuant to the Tender Offer. The Expiration Date marks the expiration of the Tender Offer. Del Monte accepted for purchase and payment all of such additional Notes.

The remaining $9,467,000 principal amount of the Notes that were not tendered and purchased pursuant to the Tender Offer currently remain outstanding and the holders thereof are subject to the terms of the Indenture, as amended by the terms of the Second Supplemental Indenture entered into on September 30, 2009 and effective October 1, 2009.

BofA Merrill Lynch and Barclays Capital served as joint Dealer Managers and Solicitation Agents and Global Bondholder Services Corporation served as Information Agent and Depositary for the Offer.

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of tenders or consents with respect to, any Notes.

Company Information

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 $3.6 billion in net sales in fiscal 2009. 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 visit the Company’s website at www.delmonte.com.

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

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CONTACTS:

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

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