- Current report filing (8-K)
November 26 2010 - 1:03PM
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): November 25, 2010
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)
x
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))
Item 8.01.
Other Events
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On November 25, 2010, Del Monte Foods Company (the Company) and an investor group led by funds affiliated with Kohlberg Kravis Roberts &
Co. L.P., Vestar Capital Partners and Centerview Partners (collectively, the Sponsors) announced that they have signed a definitive agreement under which the Sponsors will acquire the Company. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
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 COMPANYS SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Companys
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 SECs website at http://www.sec.gov. The Companys 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 Companys 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 Companys stockholders with respect to the proposed merger. Information about the Companys directors and executive officers and their ownership of the
Companys common stock is set forth in the proxy statement for the Companys 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 Companys 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
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(d) Exhibits.
The following exhibit is filed herewith:
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Exhibit
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Description
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99.1
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Press Release dated November 25, 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.
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Del Monte Foods Company
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Date: November 26, 2010
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By:
/s/ James
Potter
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Name:
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James Potter
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Title:
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Secretary
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INDEX OF EXHIBITS
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Exhibit
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Description
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99.1
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Press Release dated November 25, 2010.
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