DEFA14A

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):  November 25, 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)

x   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))

Item 8.01.     Other Events.

Beginning November 25, 2010, Del Monte Foods Company (the “Company”) distributed the following materials, each of which is attached hereto and is incorporated herein by reference:

• Investor FAQ;

• Email from Richard G. Wolford, Chairman of the Board, President and Chief Executive Officer of Del Monte Foods Company to Employees;

• Employee FAQ;

• Letter from Richard G. Wolford to Corporate Leadership Team;

• Corporate Leadership Team Talking Points for use with Employees;

• Talking Points for use with Vendors, Partners and Customers;

• Letter/Email to Vendors, Partners and Customers;

• Letter/Email to Unions; and

• Talking Points and Response Statement for use with Consumers.

Cautionary Statement Regarding Forward-Looking Statements

This filing contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time the Company makes the statements and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should”, “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and the Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in this filing include, among others: uncertainties as to the timing of the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the acquisition may not be satisfied or waived, including that a governmental entity may prohibit or refuse to grant approval for the consummation of the acquisition; general economic and business conditions; and other factors. Readers are cautioned not to place undue reliance on the forward-looking statements included in this filing, 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.

Additional Information and Where to Find It

In connection with the proposed merger, the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company’s website, http://www.delmonte.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the

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Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit	Description
99.1	Investor FAQ.
99.2	Email from Richard G. Wolford, Chairman of the Board, President and Chief Executive Officer of Del Monte Foods Company to Employees.
99.3	Employee FAQ.
99.4	Letter from Richard G. Wolford to Corporate Leadership Team.
99.5	Corporate Leadership Team Talking Points for use with Employees.
99.6	Talking Points for use with Vendors, Partners and Customers.
99.7	Letter/Email to Vendors, Partners and Customers.
99.8	Letter/Email to Unions.
99.9	Talking Points and Response Statement for use with Consumers.

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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:   November 26, 2010	By:      /s/ James Potter
	Name:	James Potter
	Title:	Secretary

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INDEX OF EXHIBITS

Exhibit	Description
99.1	Investor FAQ.
99.2	Email from Richard G. Wolford, Chairman of the Board, President and Chief Executive Officer of Del Monte Foods Company to Employees.
99.3	Employee FAQ.
99.4	Letter from Richard G. Wolford to Corporate Leadership Team.
99.5	Corporate Leadership Team Talking Points for use with Employees.
99.6	Talking Points for use with Vendors, Partners and Customers.
99.7	Letter/Email to Vendors, Partners and Customers.
99.8	Letter/Email to Unions.
99.9	Talking Points and Response Statement for use with Consumers.

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EX-99.1

Exhibit 99.1

Investor FAQ

1. Why are you selling the Company?

After a thorough evaluation, the Board concluded that this transaction would deliver a substantial return to our shareholders with significant immediate value.

The $19.00 per share represents a premium of almost 40% over Del Monte’s average closing share price during the past three months.

2. Why sell the Company now?

After a thorough and careful analysis, which included examining potential alternatives, the Del Monte Board concluded that this transaction would provide significant value to Del Monte’s shareholders.

3. Is there a “Go Shop”? Do you expect any third-parties to bid for the Company?

The agreement permits Del Monte to solicit alternative proposals from third parties through January 8, 2011. The Del Monte Foods Board of Directors, with the assistance of its advisors, will actively solicit acquisition proposals during this period. There can be no assurance this process will result in a higher offer. Del Monte does not intend to disclose developments with respect to the solicitation process unless and until the Board has made a decision.

4. When do you expect the transaction to be completed?

If there is not a superior offer, the transaction is expected to close by the end of March 2011, subject to customary closing conditions, including receipt of shareholder and regulatory approvals.

5. What will happen to the shareholder dividend?

The dividend is paid at the discretion of the Board of Directors. If the transaction closes, Del Monte stock will be retired, and Del Monte will be a private company.

6. Is there a break-up fee?

Yes, there is a break-up fee. Details of the fee are provided in the merger agreement, which will be filed with the Securities and Exchange Commission.

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Additional Information and Where to Find It

In connection with the proposed merger, the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company’s website, http://www.delmonte.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

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EX-99.2

Exhibit 99.2

Del Monte Foods CEO All-Employee Email

Dear Employees:

I am pleased to tell you that today we announced that Del Monte Foods has entered into a definitive agreement to be acquired by Kohlberg Kravis Roberts & Co. L.P. (KKR), Vestar Capital Partners and Centerview Partners for $19.00 per share. This is a significant development for our Company and I wanted you to hear about this transaction directly from me. The press release publicly announcing the transaction can be found here, and I encourage you to read it, as it outlines the many positive attributes of this news.

This transaction is a clear endorsement of Del Monte’s strategic success and effective execution, and something that we should all be proud of. The hard work and dedication of our talented team, which includes each of you, has helped to transform Del Monte from a $1 billion consumer foods business into a branded pet and consumer products company with more than $3.7 billion in revenues.

The fact that KKR, Vestar Capital and Centerview, all preeminent and experienced private equity firms, are interested in buying our Company is a testament to all that we have accomplished since we went public more than a decade ago.

We have upgraded and expanded our portfolio, enhanced our margin structure, and built strong and growing brand equities in healthy categories. Further, we have built a powerful U.S.-based infrastructure through Marketing, Sales, Supply Chain and Customer Service, which all support organic growth and create a platform for future acquisitions. Finally, we have leveraged the superior talent of our entire Del Monte team and have built a fact-based and results-oriented culture that can be expanded upon moving forward.

Great Opportunity for Del Monte

KKR, Vestar and Centerview enthusiastically share our strategic vision and view Del Monte as an attractive investment opportunity with an excellent team and a strong future. They look forward to investing in Del Monte and working with our team as we continue to execute upon our growth strategy.

Partnering with these three investors will enable Del Monte to continue to grow, building on the foundation we have put into place.

What This Means for Us

Once this transaction closes, instead of being publicly traded and owned by many public shareholders, we will be privately-owned by three investment firms. Becoming a private company enables us to focus on long-term value creation without the constraints of shorter-term public market milestones.

Del Monte plans to maintain its corporate presence in both the San Francisco Bay Area and in Pittsburgh, and our corporate headquarters will remain in San Francisco. In San Francisco, the move to One Maritime Plaza will continue as planned.

The broad management team will continue to lead the Company going forward, and Dave Meyers and I will retain a key role in the transition over the next few months.

In the coming months, my focus will be on leading the Company through this transition in such a way that we close the deal with even more momentum than we have today.

What’s Next

Although we have now announced an agreement among Del Monte and KKR, Vestar, and Centerview, the transaction has not yet closed. Closing of the transaction remains subject to approval by Del Monte shareholders. However, before that occurs, Del Monte’s Board of Directors will first solicit alternative acquisition offers.

Del Monte will file a preliminary proxy statement with the SEC in the coming weeks, which will contain additional details regarding the transaction. We will post the proxy statement to our internal teamsite at that time.

Subject to receipt of shareholder approval and other customary conditions, we expect that the transaction will be completed by the end of March 2011.

In the meantime, it is critical that we operate business as usual. While I understand that this has the potential to be distracting, it’s extremely important that we remain focused on our business and continue to deliver the superior products and service that our customers and consumers rely upon. It is vital that we all focus on continuing to build a strong business for our future.

Where possible, your functional Vice President will be reaching out to you on Monday to discuss this announcement. However, in the meantime, you can visit the Del Monte Agreement teamsite on the Del Monte Now portal to view the press release and a document answering frequently asked questions. Moving forward, we will do our best to communicate additional information as we are able.

This is a very unique situation in terms of communications. The SEC has communication ground rules that we must follow between the announcement today and the shareholder vote on the transaction. Please speak with your functional VP before engaging in any internal or external communication, to ensure you are in compliance with these guidelines.

This situation will likely generate significant attention from the press and investment community. As a reminder, if you receive any media or investor calls, or other outside inquiries regarding this situation, please direct them to Media Relations: 1 (415) 247-3420/Media.Relations@delmonte.com or Investor Relations: 1 (415) 247-3382/ Investor.Relations@delmonte.com.

I am proud of all that we have achieved to build Del Monte into the extraordinarily valuable company it is today – a company that offers the opportunity for an extremely strong future.

As always, I want to thank you for your continued hard work. We appreciate all that you do for Del Monte.

Sincerely,

Rick Wolford

Chairman & CEO

Additional Information and Where to Find It

In connection with the proposed merger, the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company’s website, http://www.delmonte.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive

officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.3

Exhibit 99.3

Employee FAQ

1. Why are you selling the Company?

After a thorough evaluation, the Board concluded that this transaction would deliver a substantial return to our shareholders with significant immediate value.

The $19.00 per share represents a premium of almost 40% over Del Monte’s average closing share price during the past three months.

2. Who are KKR, Vestar Capital Partners, and Centerview Partners?

KKR, Vestar Capital Partners and Centerview Partners are the investment firms that have entered into an agreement to acquire Del Monte Foods.

About KKR

Founded in 1976 and led by Henry Kravis and George Roberts, KKR is a leading global alternative asset manager with $55.5 billion in assets under management as of September 30, 2010. With over 650 people and 14 offices around the world, KKR manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. KKR invests in high-quality franchises across multiple industries, including current and previous consumer and retail investments such as Sealy, Dollar General, Pets at Home, Oriental Brewery, WILD, Duracell, Gillette, RJR Nabisco and Safeway. KKR is publicly traded on the New York Stock Exchange (NYSE: KKR). For additional information, please visit KKR’s website at www.kkr.com.

About Vestar Capital Partners

Vestar is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe in five key industry sectors: consumer, diversified industries, healthcare, media/communication, and financial services. Current and previous Vestar investments in consumer products companies include Birds Eye Foods, Sun Products Corporation, Michael Foods, Remington Products and Celestial Seasonings. Since the firm’s founding in 1988, the Vestar funds have completed more than 67 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich, and Paris. For more information, please visit Vestar’s website at http://www.vestarcapital.com

About Centerview Partners

Centerview Partners operates a private equity business and an investment banking advisory practice. Centerview’s private equity business is based in Rye, New York and is focused exclusively on making investments in US middle- and upper-middle market consumer businesses. With approximately $500 million in committed capital, the firm seeks to leverage its operational expertise and deep consumer industry relationships in partnership with

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existing owners and management to achieve strategic and operational excellence. More information about the firm is available at www.centerviewpartners.com.

3. Why sell the Company now?

After a thorough and careful analysis, which included examining potential alternatives, the Del Monte Board concluded that this transaction would provide significant value to Del Monte’s shareholders.

4. What does this mean for Del Monte?

We believe this is a positive opportunity for Del Monte. As a private company, Del Monte will be better able to focus on long-term value creation without the constraints of shorter-term public market milestones.

In addition to delivering a substantial return to our current shareholders, this transaction positions the Company well for the future. We believe that this transaction will further enable our Company to continue to successfully grow, building on the foundation our team put in place. Further, KKR, Vestar, and Centerview are preeminent and experienced investment firms that share our vision about our strategy and long-term objectives.

5. Why did management not inform employees first? Why did I have to read about it in the newspapers?

We understand that not hearing from management sooner must have been frustrating. However, because we are a public company and are constrained by securities law and other legal considerations, we were not able to inform employees before we formally notified the public of an approved transaction. Unfortunately, the same legal limitations prevented us from commenting on the rumors and media coverage last week.

6. What happens now?

Although we have now announced an agreement among Del Monte and KKR, Vestar, and Centerview, the transaction has not yet closed. Closing of the transaction remains subject to approval by Del Monte shareholders. However, before that occurs, Del Monte’s board of directors will first solicit alternative acquisition offers.

Del Monte will file a preliminary proxy statement with the SEC in the coming weeks, which will contain additional details regarding the transaction. We will post the proxy statement to our internal teamsite at that time.

Subject to receipt of shareholder approval and other customary conditions, it is expected that the transaction will be completed by the end of March 2011.

7. What does today’s announcement mean for my job?

KKR, Vestar, and Centerview have said that they believe Del Monte is an outstanding company and that they believe our solid foundation, together with the high quality of our

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employees, will position us well into the future. Most employees’ jobs will be unchanged as a result of this announcement.

While we cannot speculate on future business developments resulting from this transaction, we can say that KKR, Vestar, and Centerview have expressed sincere and great confidence in Del Monte’s business and its talented base of employees.

We anticipate that the transaction will close by the end of March 2011, during which time the Company will – and must – operate business as usual.

While we understand that this news has the potential to be distracting, it’s extremely important that we remain 100% focused on our business and continue to deliver the superior products and service that our customers and consumers rely upon.

8. Will there be layoffs?

At this time there are no layoffs planned as a result of this transaction.

9. Do I still work for Del Monte? Or do I work for KKR, Vestar, and Centerview?

Del Monte employees will continue to work for Del Monte. After the closing, Del Monte will simply have new owners.

10. What is the role of the management team?

The broad management team will continue to lead the Company going forward, and Rick Wolford and Dave Meyers will retain a key role in the transition over the next few months. Rick and the existing senior management team are focused on leading the Company through this transition in such a way that we close the deal with even more momentum than today. Additional details regarding the makeup of the senior management team will become clearer as the transaction close nears.

11. What is KKR, Vestar, and Centerview’s management role? Do they “run” the Company?

While all of the details have to be worked out, it is anticipated that KKR, Vestar, and Centerview will appoint a new Del Monte Board of Directors. This Board will provide guidance and governance, just as Del Monte’s current Board of Directors does today.

12. What will happen to the Del Monte stock or options that I own?

Upon completion of the transaction, all shares of Del Monte common stock will be purchased for $19.00 per share in cash. Unvested options will vest and unexercised options will automatically be cashed out based on the transaction price.

13. What is the impact on employee benefits?

Del Monte has a comprehensive array of benefit plans for its employees. KKR, Vestar, and Centerview have agreed to maintain the existing cash compensation and benefit programs at least through the end of F12.

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14. Will Del Monte’s headquarters remain in San Francisco?

Del Monte plans to maintain a corporate presence in both the San Francisco Bay Area and in Pittsburgh, and our corporate headquarters will remain in San Francisco. The move to One Maritime Plaza in San Francisco will also proceed as planned.

15. How should I respond to questions from the media, investors, consumers, suppliers or customers about the transaction?

This is a very unique situation in terms of communications. The SEC has communication ground rules that we must follow between the announcement today and the shareholder vote on the transaction. Please speak with your functional VP before engaging in any internal or external communication, to ensure you are in compliance with these guidelines.

It’s critical that all external inquiries are routed through the appropriate Del Monte representatives. Employees are not authorized to respond to external inquiries on their own.

Please direct all inquiries to the below contacts:

Media: 1 (415) 247-3420 / media.relations@delmonte.com

Investors: 1 (415) 247-3382 / investor.relations@delmonte.com

Consumers: 1 (800) 543-3090 / consumeraffairs@delmonte.com

Suppliers: 412-222-8034 / procurement@delmonte.com

Customers: customer.relations@delmonte.com

16. If I have any additional questions, who can I contact?

We encourage you to speak with your manager. While the transaction process places some limits on what we can communicate, we will share the status of the transaction as best we can.

Additional Information and Where to Find It

In connection with the proposed merger, the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company’s website, http://www.delmonte.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is

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set forth in the proxy statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

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EX-99.4

Exhibit 99.4

CLT Email

CLT Members:

Today, we announced that Del Monte Foods has entered into a definitive agreement to be acquired by Kohlberg Kravis Roberts & Co. L.P. (KKR), Vestar Capital Partners and Centerview Partners for $19.00 per share. This is a significant development for our company and I wanted you to hear about this transaction directly from me.

This transaction is a clear endorsement of Del Monte’s strategic success and effective execution, and something that we should all be proud of. The hard work and dedication of our talented team, which includes each of you, has helped to transform Del Monte from a $1 billion consumer foods business into a branded pet and consumer products company with more than $3.7 billion in revenues.

In about 30 minutes, we will send the attached email from me to all Del Monte employees announcing the agreement. We will also include a link to an internal portal site that will house the press release and a frequently asked questions document.

Unfortunately, from an employee and senior leadership perspective, today is not the ideal day to announce this news. I would have much preferred to speak with you directly and enable you to reach out to your teams immediately. However, financial disclosure requirements have made this timing necessary.

I know that you may start receiving immediate inquiries from your teams, or may want to reach out to them proactively. I encourage you to do so, however it is imperative and required that you follow the SEC communication ground rules.

Keep in mind that it is likely that, at least at first, employees will have more questions than you have answers. Even so, it is important that you show leadership by communicating what you are able.

To aid your own understanding and your discussions with employees, attached are talking points and an employee FAQ document.

On Monday morning, we will hold a CLT call to discuss this news in more detail. I urge you to set up team meetings with your employees on Monday as well, and to do what you can to respond to inquiries between now and then.

It is important that we respond as completely as possible to the questions from all of our employees. Moving into next week, our corporate leadership team should focus on continuing our work to build a successful future.

This is a significant day for Del Monte, but it is also Thanksgiving. Personally, I am thankful for your continued hard work and am proud of all that we have achieved to build Del Monte into the extraordinarily valuable company it is today. I hope that you are enjoying this holiday with your family, including your pets.

Sincerely,

Rick

Additional Information and Where to Find It

In connection with the proposed merger, the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company’s website, http://www.delmonte.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.5

Exhibit 99.5

Talking Points for Corporate Leadership Team to use with Employees

3  Prominent Private Equity Firms Entered into an Agreement to Acquire Del Monte

• I am pleased to tell you that today we announced that Del Monte Foods has entered into a definitive agreement to be acquired by Kohlberg Kravis Roberts & Co. L.P. (KKR), Vestar Capital Partners and Centerview Partners for $19.00 per share.

• This transaction is a clear endorsement of Del Monte’s strategic success and effective execution, and something that we should all be proud of.

• The hard work and dedication of our talented team, which includes each of you, has helped to transform Del Monte from a $1 billion consumer foods business into a branded pet and consumer products company with more than $3.7 billion in revenues.

• The fact that KKR, Vestar Capital and Centerview, all preeminent and experienced private equity firms, are interested in buying our Company is a testament to all that we have accomplished since we went public more than a decade ago.

• We have upgraded and expanded our portfolio, enhanced our margin structure, and built strong and growing brand equities in healthy categories. Further, we have built a powerful US-based infrastructure through Marketing, Sales, Supply Chain, Customer Service, which all support organic growth and create a platform for future acquisitions. Finally, we have leveraged the superior talent of our entire Del Monte team and have built a fact-based and results-oriented culture that will be expanded upon moving forward.

Great Opportunity for Del Monte

• KKR, Vestar and Centerview enthusiastically share our strategic vision and view Del Monte as an attractive investment opportunity with an excellent team and a strong future. I would encourage you to read the comments about Del Monte from the three private equity firms in the press release.

• They look forward to investing in Del Monte and working with our team as we continue to execute upon our growth strategy.

• Partnering with these three investors will enable Del Monte to continue to grow, building on the foundation we have put into place.

What This Means for Us

• Once this transaction closes, instead of being publicly traded and owned by many public shareholders, we will be privately owned by three investment firms.

• Becoming a private company enables us to focus on long-term value creation without the constraints of shorter-term public market milestones.

• Del Monte plans to maintain its corporate presence in both the San Francisco Bay Area and in Pittsburgh, and our corporate headquarters will remain in San Francisco. In San Francisco, the move to One Maritime will continue as planned.

• The broad management team will continue to lead the Company going forward, and Rick Wolford and Dave Meyers will retain a key role in the transition over the next few months.

What’s Next

• Although we have now announced an agreement among Del Monte and KKR, Vestar, and Centerview, the transaction has not yet closed. Closing of the transaction remains subject to approval by Del Monte shareholders. However, before that occurs, Del Monte’s Board of Directors will first solicit alternative acquisition offers.

• Del Monte will file a preliminary proxy statement with the SEC in the coming weeks, which will contain additional details regarding the transaction. We will post the proxy statement to our internal teamsite at that time.

• Subject to receipt of shareholder approval and other customary conditions, it is expected that the transaction will be completed by the end of March 2011.

• In the meantime, it is critical that we operate business as usual.

• While I understand that this has the potential to be distracting, it’s extremely important that we remain focused on our business and continue to deliver the superior products and service that our customers and consumers rely upon. It is vital that we all focus on continuing to build a strong business for our future.

• You probably have many more questions than I have answers.

• I encourage you to visit the Del Monte Agreement teamsite on the Del Monte Now portal to view the press release and a document answering frequently asked questions.

• Moving forward, I will do my best to communicate additional information as I am able.

• This is a very unique situation in terms of communications. The SEC has communication ground rules that we must follow between the announcement today and the shareholder vote on the transaction.

• [VICE PRESIDENTS – EXPLAIN GROUND RULES FROM COMMUNICATION GUIDELINES]

• This situation will likely generate significant attention from the press and investment community. As a reminder, if you receive any media or investor calls, or other outside inquiries regarding this situation, please direct them to Media Relations: 1 (415) 247-3420/Media.Relations@delmonte.com or Investor Relations: 1 (415) 247-3382/ Investor.Relations@delmonte.com.

• I am proud of all that we have achieved to build Del Monte into the extraordinarily valuable Company it is today – a company that offers the opportunity for an extremely strong future. As always, I want thank you for your continued hard work. We appreciate all that you do for Del Monte.

# # #

Additional Information and Where to Find It

In connection with the proposed merger, the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company’s website, http://www.delmonte.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.6

Exhibit 99.6

Talking Points for Vendors/Partners/Customers

• We value our relationship with you and wanted to reach out directly about some significant news regarding our company.

• As you may have seen, this morning Del Monte Foods and an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”) and Centerview Partners (“Centerview”) announced that they have signed a definitive agreement under which the Sponsors will acquire Del Monte for $19.00 per share in cash.

• We want you to know today’s announcement in no way changes your existing relationship with Del Monte. It is business as usual.

• This transaction positions the Company well for the future while delivering the same great quality products our customers have come to rely upon. This transaction will further enable our company to continue to successfully grow, building on the foundation our team has put in place.

• KKR, Vestar and Centerview share our strategic vision and they look forward to investing in Del Monte and working with our team as we continue to execute upon our growth strategy.

• We will continue to focus on the day-to-day operations of the business and maintain the professional relationship you have come to expect.

• All contracts will be honored and payments/product delivered as per our existing agreement and your contacts within the Company will remain the same.

• This transaction will provide numerous benefits for Del Monte, our shareholders, employees, vendors, customers and consumers.

o As a private company, Del Monte will be better able to focus on long-term value creation.

o Del Monte will continue to build our team and focus our efforts on running our business without the constraints of shorter-term public market milestones.

• KKR, Vestar and Centerview bring a tremendous amount of in-depth industry knowledge and operational expertise and have an exceptional track record of supporting growth and enhancing value in companies in which they are invested.

• We will of course keep you informed of any significant developments, as appropriate.

• Please do not hesitate to contact me should you have any questions.

Additional Information and Where to Find It

In connection with the proposed merger, the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company’s website, http://www.delmonte.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.7

Exhibit 99.7

Vendors/Partners/Customers Email

Dear [Vendor/Supplier/Partner]:

I am pleased to tell you that Del Monte Foods and an investor group led funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”) and Centerview Partners (“Centerview”) – collectively the “Sponsors”– announced that they have signed a definitive agreement under which the Sponsors will acquire Del Monte for $19.00 per share in cash. We value our relationship with you and wanted to reach out directly about this significant news.

This transaction positions the Company well for the future while delivering the same great quality products our customers have come to rely upon. It will further enable our company to continue to successfully grow, building on the foundation our team has put in place. KKR, Vestar and Centerview share our strategic vision and they look forward to investing in Del Monte and working with our team as we continue to execute upon our growth strategy.

Today’s announcement in no way changes your existing relationship with Del Monte. It is business as usual. We will continue to focus on the day-to-day operations of the business and maintain the professional relationship you have come to expect. All bills and contracts will be honored and [payments/product] delivered as per our existing agreement and your contacts within the Company will remain the same.

KKR, Vestar and Centerview bring a tremendous amount of in-depth industry knowledge and have operational expertise and an exceptional track record of supporting growth and enhancing value in companies in which they are invested.

Becoming a private company will provide numerous benefits for Del Monte, our shareholders, employees, vendors, customer and consumers. These benefits include being better able to focus on long-term value creation. This will enable Del Monte to continue to build our team and to focus our efforts on running our business without the constraints of shorter-term public market milestones.

We will do our best to keep you apprised of any significant developments, as appropriate. As always, I want thank you for your continued support.

Sincerely,

[Name]

Additional Information and Where to Find It

In connection with the proposed merger, the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company’s website, http://www.delmonte.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.8

Exhibit 99.8

Union Email

Dear [Union]:

I am pleased to tell you that Del Monte Foods and an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”) and Centerview Partners (“Centerview”) – collectively the “Sponsors”– announced that they have signed a definitive agreement under which the Sponsors will acquire Del Monte for $19.00 per share in cash. This is a significant development for our Company and I wanted to provide you with some context and perspective.

This transaction will further enable our company to grow and to continue to build on our success. Today’s announcement in no way changes your existing relationship with Del Monte and will not impact the terms and conditions of your members’ employment. It is business as usual. We will continue to focus on the day-to-day operations of the business and maintain the professional relationship you have come to expect. Your current collective bargaining agreement remains intact.

KKR, Vestar and Centerview bring a tremendous amount of in-depth industry knowledge and have operational expertise and an exceptional track record of supporting growth and enhancing value in companies in which they are invested.

We will continue to keep you apprised of any significant developments, as appropriate. As always, I want thank you for your continued support. Should you have any questions please do not hesitate to contact me.

Sincerely,

[Dick Muto]

Additional Information and Where to Find It

In connection with the proposed merger, the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company’s website, http://www.delmonte.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.9

Exhibit 99.9

Consumer Response Talking Points

• Del Monte announced that it has entered into an agreement to be acquired by private equity firms Kohlberg Kravis Roberts & Co. (KKR), Vestar Capital Partners and Centerview Partners.

• Importantly, as a consumer you will not be affected by this news. It is business as usual at Del Monte and we will continue to deliver the same great quality products you have come to expect.

• This transaction will position us well for the future. KKR, Vestar, and Centerview share our goal of being a premier branded consumer products company and our mission - nourishing families and enriching lives every day.

• As always, we deeply appreciate your business and support.

Consumer Response Statement

“Del Monte announced that it has entered into an agreement to be acquired by private equity firms Kohlberg Kravis Roberts & Co. (KKR), Vestar Capital Partners and Centerview Partners. Importantly, as a consumer you will not be affected by this news. It is business as usual at Del Monte and we will continue to deliver the same great quality products you have come to expect. This transaction will position us well for the future. KKR, Vestar, and Centerview share our goal of being a premier branded consumer products company and our mission – nourishing families and enriching lives every day. As always, we deeply appreciate your business and support.”

Additional Information and Where to Find It

In connection with the proposed merger, the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company’s website, http://www.delmonte.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.