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): July 9, 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 July 9, 2010, Del Monte Corporation, a wholly-owned subsidiary of Del Monte Foods Company, announced via press release that it has completed its offer to exchange up to $450.0 million principal amount of newly issued 7 ¹/2% Senior Subordinated Notes due 2019, registered under the Securities Act of 1933, for a like principal amount of its outstanding, privately placed 7 ¹/2% Senior Subordinated Notes due 2019. The exchange offer did not affect Del Monte’s outstanding debt levels, as new notes issued pursuant to the registration under the Securities Act were issued only upon cancellation of a like amount of currently outstanding 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

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 July 9, 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: July 9, 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 July 9, 2010

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EX-99.1

Exhibit 99.1

NEWS RELEASE

DEL MONTE CORPORATION ANNOUNCES

EXPIRATION OF EXCHANGE OFFER

SAN FRANCISCO, July 9, 2010 — Del Monte Corporation, a wholly-owned subsidiary of Del Monte Foods Company (NYSE:DLM), announced that it has completed its exchange offer to exchange up to $450.0 million principal amount of newly issued 7 ¹/2% Senior Subordinated Notes due 2019, registered under the Securities Act of 1933, for a like principal amount of its outstanding, privately placed 7 ¹/2% Senior Subordinated Notes due 2019. The newly issued notes are guaranteed on a subordinated basis by Del Monte Foods Company.

$450.0 million aggregate principal amount, or 100%, of the privately placed 7 ¹/2% Senior Subordinated Notes due 2019 were exchanged in the exchange offer and were accepted by Del Monte Corporation. The exchange offer expired at 5:00 p.m. New York City time on July 2, 2010.

The outstanding, privately placed notes were issued in October 2009. Del Monte Corporation made the exchange offer to satisfy its obligations under the registration rights agreement relating to the outstanding, privately placed notes in which Del Monte Corporation committed to use its commercially reasonable efforts to issue notes pursuant to a registration under the Securities Act of 1933, which notes generally can be publicly traded, in exchange for the outstanding, privately placed notes, which are subject to certain transfer restrictions. The exchange offer did not affect Del Monte’s outstanding debt levels, as new notes issued pursuant to the registration under the Securities Act were issued only upon cancellation of a like amount of currently outstanding notes.

This announcement is not an offer to sell any securities, nor a solicitation of any offer to buy or exchange any securities. The exchange offer was made solely pursuant to Del Monte’s prospectus dated June 4, 2010, including any supplements thereto.

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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.™

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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

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