- Current report filing (8-K)
27 November 2010 - 6:06AM
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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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:
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Email from Richard G. Wolford, Chairman of the Board, President and Chief Executive Officer of Del Monte Foods Company to Employees;
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Letter from Richard G. Wolford to Corporate Leadership Team;
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Corporate Leadership Team Talking Points for use with Employees;
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Talking Points for use with Vendors, Partners and Customers;
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Letter/Email to Vendors, Partners and Customers;
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Letter/Email to Unions; and
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Talking Points and Response Statement for use with Consumers.
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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 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
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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 exhibits are filed herewith:
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Exhibit
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Description
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99.1
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Investor FAQ.
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99.2
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Email from Richard G. Wolford, Chairman of the Board, President and Chief Executive Officer of Del Monte Foods Company to Employees.
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99.3
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Employee FAQ.
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99.4
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Letter from Richard G. Wolford to Corporate Leadership Team.
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99.5
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Corporate Leadership Team Talking Points for use with Employees.
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99.6
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Talking Points for use with Vendors, Partners and Customers.
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99.7
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Letter/Email to Vendors, Partners and Customers.
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99.8
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Letter/Email to Unions.
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99.9
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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.
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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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Investor FAQ.
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99.2
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Email from Richard G. Wolford, Chairman of the Board, President and Chief Executive Officer of Del Monte Foods Company to Employees.
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99.3
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Employee FAQ.
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99.4
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Letter from Richard G. Wolford to Corporate Leadership Team.
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99.5
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Corporate Leadership Team Talking Points for use with Employees.
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99.6
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Talking Points for use with Vendors, Partners and Customers.
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99.7
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Letter/Email to Vendors, Partners and Customers.
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99.8
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Letter/Email to Unions.
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99.9
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Talking Points and Response Statement for use with Consumers.
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