- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 03 2011 - 5:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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¨
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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Definitive Proxy Statement.
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x
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Definitive Additional Materials.
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Soliciting Material Pursuant to §240.14a-12.
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Del Monte Foods Company
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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SUPPLEMENT #5 TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction with the Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission (the SEC) by Del Monte Foods Company (the Company) on January 12, 2011 (Definitive Proxy Statement), as supplemented by the Schedule 14As filed with the SEC on
January 26, 2011, February 4, 2011, February 16, 2011 and February 18, 2011, which should be read in its entirety.
The Merger Background of the Merger
The following disclosure
supplements the discussion beginning on page 24 of the Definitive Proxy Statement under the heading Background of the Merger:
As previously reported, following the ruling of the Delaware Court of Chancery, the board of directors of the Company engaged Perella Weinberg to
proactively contact third parties who may be potentially interested in acquiring the Company. At the direction of the board of directors and under the oversight of the Strategic Committee, representatives from Perella Weinberg contacted a total of
70 parties, comprised of 42 strategic parties and 28 financial parties, to determine whether they would be interested in exploring a transaction with the Company that could be superior to the merger. The parties contacted by Perella Weinberg
included all 53 parties that were contacted during the go shop process conducted immediately following execution of the merger agreement. As of the time of filing of this proxy supplement no party has submitted an acquisition
proposal to the Company.
Having considered all the facts that have come to the attention of the board of directors of the Company since the
filing of the Definitive Proxy Statement, the board of directors of the Company continues to unanimously recommend that stockholders vote FOR approval of the proposal to adopt the merger agreement. The board of directors of the
Company, with the assistance of Perella Weinberg, will continue the process described above, will consider any acquisition proposal that may be delivered prior to the special meeting of stockholders of the Company and if it concludes, in accordance
with the merger agreement, that any such acquisition proposal is a superior proposal, the board of directors may change its recommendation with respect to the merger and take such other actions permitted under the merger agreement.
The special meeting of stockholders is scheduled to be reconvened on March 7, 2011 at 9:00 a.m. Pacific Time at the Hyatt Regency San Francisco,
Five Embarcadero Center, San Francisco, California 94111.
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