- Current report filing (8-K)
January 26 2011 - 11:49AM
Edgar (US Regulatory)
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): January 26, 2011
DEL MONTE FOODS COMPANY
(Exact Name of Registrant as
Specified in Charter)
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Delaware
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001-14335
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13-3542950
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Market @ The Landmark
San Francisco, California
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94105
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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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.
In connection with a
senior notes offering by Blue Merger Sub Inc. (Merger Sub), Del Monte Foods Company (the Company) is disclosing under this Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1. This
information, some of which has not been previously reported (including the sources and uses for the proposed senior notes offering, new credit facilities, equity contribution to Merger Sub, Merger Subs purchase of Del Monte Corporations
existing senior subordinated notes and merger of Merger Sub with and into Del Monte Foods Company (together, the Transactions); a reconciliation of Adjusted EBITDA to net income; certain unaudited pro forma financial information; the pro
forma capitalization table; the pro forma contractual obligations table; and revised disclosure with respect to certain litigation matters), is excerpted from the Confidential Preliminary Offering Memorandum dated January 26, 2011 that is being
circulated in connection with the senior notes offering by Merger Sub.
This information includes certain unaudited pro forma
financial information for the Companys fiscal year ended May 2, 2010, six month periods ended November 1, 2009 and October 31, 2010 and the twelve months ended October 31, 2010 for informational purposes for interested
investors, which is set forth in Exhibit 99.1, attached hereto and 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.
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Exhibit
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Description
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99.1
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Excerpts from the Blue Merger Sub Inc. Confidential Preliminary Offering Memorandum dated January 26, 2011
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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.
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Del Monte Foods Company
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Date: January 26, 2011
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By:
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/s/ James Potter
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Name: James Potter
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Title: Secretary
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Excerpts from the Blue Merger Sub Inc. Confidential Preliminary Offering Memorandum dated January 26, 2011
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