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): June 23, 2010

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

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 June 23, 2010, Del Monte Foods Company (the “Company”) announced via press release that it is purchasing approximately 6.2 million shares of its common stock from Goldman, Sachs & Co. pursuant to an accelerated stock buyback (ASB) arrangement.

A copy of the press release announcing the stock purchase 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

The information contained in this Item 9.01 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.

(d) Exhibits.

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated June 23, 2010

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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: June 23, 2010	By:	/s/ James Potter
	Name:	James Potter
	Title:	Secretary

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EXHIBIT INDEX

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated June 23, 2010

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EX-99.1

Exhibit 99.1

NEWS RELEASE

DEL MONTE FOODS COMPANY REPURCHASES

APPROXIMATELY 6.2 MILLION SHARES OF COMMON STOCK

PURSUANT TO ACCELERATED STOCK BUYBACK ARRANGEMENT

SAN FRANCISCO, June 23, 2010 — Del Monte Foods Company (NYSE:DLM) (the “Company”) announced the purchase of approximately 6.2 million shares of its common stock in connection with an accelerated stock buyback arrangement (the “ASB”) with Goldman, Sachs & Co. (“Goldman Sachs”). The Company is purchasing these shares as part of its 3-year, $350 million share repurchase program, that it announced two weeks ago.

“Repurchasing shares is consistent with our confidence in Del Monte’s long-term growth prospects,” said Richard G. Wolford, Chairman and CEO of Del Monte Foods. “As we evaluated our alternatives, we concluded that an accelerated stock buyback program was an effective avenue to return value to shareholders. Importantly, we are able to do this while achieving our leverage targets, continuing to invest in our business, and increasing our quarterly dividend by 80%. We feel good very good about the health of the business and our future.”

Under the ASB, the Company will pay $100 million to Goldman Sachs from available cash on hand on June 25, 2010 to purchase outstanding shares of its common stock, and it will receive a substantial majority of the shares expected to be delivered under the ASB on that date.

The ASB has enabled the Company to repurchase the approximately 6.2 million shares immediately. The specific number of shares that the Company ultimately will repurchase in this transaction will be based generally on the average of the daily volume-weighted average share price of the Company’s common stock over the duration of the transaction and is subject to other adjustments pursuant to the terms and conditions of the ASB.

The ASB contemplates that final settlement is expected to occur in September 2010, although the completion date may be accelerated or extended. At settlement, the Company may be entitled to receive additional shares of its common stock from Goldman Sachs or, under certain circumstances, may be required to deliver shares or make a cash payment (at its option) to Goldman Sachs.

The purchased shares will be held in treasury.

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 pet products and food products for the U.S. retail market, generating approximately $3.7 billion in net sales in fiscal 2010. With a powerful portfolio of brands, Del Monte products are found in eight out of ten U.S. households. Pet food and pet snacks brands include Meow Mix^®, Kibbles ‘n Bits^®, Milk-Bone^®, 9Lives^®, Pup-Peroni^®, Gravy Train^®, Nature’s Recipe^®, Canine Carry-Outs^® and other brand names. Food product brands include Del Monte^®, Contadina^®, S&W^®, College Inn^®, and other brand names. The Company also produces and distributes private label pet products and food products. For more information on Del Monte Foods Company (NYSE: DLM) visit the Company’s website at www.delmonte.com.

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

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 future purchases of the Company’s common stock by Goldman Sachs, the Company’s financial and other settlement obligations to Goldman Sachs, the expected completion dates of the purchases, and the Company’s plans with respect to the purchased shares. Factors that could affect the ASB include changes in the market price of Del Monte common stock, uncertainty regarding the ultimate number of shares to be purchased under the ASB and the Company’s cost therefor, the occurrence of certain events specified in the ASB that could give rise to a right to terminate the ASB early and to changes in the respective settlement obligations of each of the Company and Goldman Sachs. Additional factors are described in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K.

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CONTACTS:

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