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 21, 2005
(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
(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 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 November 21, 2005, Del Monte Corporation, a wholly-owned subsidiary of Del Monte Foods Company, announced via press release that that it has commenced its offer to exchange up to $250.0 million principal amount of newly issued 63/4% Senior Subordinated Notes Due 2015, registered under the Securities Act of 1933, for a like principal amount of its outstanding, privately placed 63/4% Senior Subordinated Notes Due 2015. The exchange offer will not affect Del Monte’s outstanding debt levels, as new notes issued pursuant to the registration under the Securities Act will be 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 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.
(c) Exhibits.
| | | |
| Exhibit | | Description |
| | | |
| 99.1 | | Del Monte Foods Company Press Release dated November 21, 2005. |
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 21, 2005 | By: | /s/ James Potter | |
| | | Name: | James Potter | |
| | | Title: | Secretary | |
EXHIBIT INDEX
| | | |
| Exhibit | | Description |
| | | |
| 99.1 | | Del Monte Foods Company Press Release dated November 21, 2005. |
