<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
COMMISSION FILE NUMBER 33-36374-01
DEL MONTE FOODS COMPANY
(Exact name of registrant as specified in its charter)
Maryland 13-3542950
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
ONE MARKET, SAN FRANCISCO, CALIFORNIA 94105
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (415) 247-3000
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]
As of December 31, 1997, 181,560 shares of Common Stock, par value $.01 per
share, were outstanding.
<PAGE> 2
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
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Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
December 31, 1997 and June 30, 1997 1
Consolidated Statements of Operations
Three Months Ended December 31, 1997 and 1996
Six Months Ended December 31, 1997 and 1996 2
Consolidated Statements of Cash Flows
Six Months Ended December 31, 1997 and 1996 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
SIGNATURES
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
------- -------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12 $ 5
Trade accounts receivable, net of allowance 87 67
Other receivables 3 2
Inventories 600 339
Prepaid expenses and other current assets 9 9
------- -------
TOTAL CURRENT ASSETS 711 422
Property, plant and equipment, net 291 222
Intangible assets, net 26
Other assets 25 23
------- -------
TOTAL ASSETS $ 1,053 $ 667
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 317 $ 222
Short-term borrowings 153 82
Current portion of long-term debt 17 2
------- -------
TOTAL CURRENT LIABILITIES 487 306
Long-term debt 686 526
Other noncurrent liabilities 216 215
Redeemable preferred stock ($.01 par value per share, 1,000,000 shares
authorized; issued and outstanding: 37,254 at December 31, 1997,
aggregate liquidation preference: $39; and 35,000 at June 30, 1997,
aggregate liquidation preference: $35) 32 32
Stockholders' equity (deficit):
Common stock ($.01 par value per share, 1,000,000 shares authorized;
issued and outstanding: 181,560 at December 31, 1997 and 140,000 at June
30, 1997)
Paid-in capital 170 129
Retained earnings (deficit) (538) (541)
------- -------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (368) (412)
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,053 $ 667
======= =======
</TABLE>
See Notes to Consolidated Financial Statements.
1
<PAGE> 4
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in Millions)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
December 31, December 31,
--------------- ---------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $369 $364 $620 $628
Cost of products sold 242 247 413 430
---- ---- ---- ----
Gross profit 127 117 207 198
Selling, advertising, administrative
and general expenses 100 93 162 156
---- ---- ---- ----
OPERATING INCOME 27 24 45 42
Interest expense 19 13 36 26
Loss on sale of divested assets 5 5
Other expense 6 6
---- ---- ---- ----
INCOME BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM 2 6 3 11
Provision for income taxes 1 2
---- ---- ---- ----
INCOME BEFORE EXTRAORDINARY ITEM 2 5 3 9
Extraordinary loss from the early retirement of debt 4
---- ---- ---- ----
NET INCOME $ 2 $ 5 $ 3 $ 5
==== ==== ==== ====
</TABLE>
See Notes to Consolidated Financial Statements
2
<PAGE> 5
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Millions)
<TABLE>
<CAPTION>
Six Months Ended
December 31,
------------------
1997 1996
----- -----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 3 $ 5
Adjustments to reconcile net income to net cash flows provided by
(used in) operating activities:
Depreciation and amortization 15 15
Extraordinary loss from the early retirement of debt 4
Gain on sale of assets (1)
Loss on sale of divested assets 5
Changes in operating assets and liabilities:
Accounts receivable (21)
Inventories (156) (188)
Prepaid expenses, other current assets and other assets 5 7
Accounts payable and accrued expenses 80 82
Other non-current liabilities 5
----- -----
NET CASH USED IN OPERATING ACTIVITIES (75) (65)
INVESTING ACTIVITIES:
Capital expenditures (6) (5)
Proceeds from the sale of operations and assets 5 49
Acquisition of businesses (197)
----- -----
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (198) 44
FINANCING ACTIVITIES:
Short-term borrowings 228 710
Payments on short-term borrowings (157) (633)
Proceeds from long-term borrowings 176 55
Principal payments on long-term borrowings (1) (131)
Deferred debt issuance costs (7) (7)
Issuance of stock 41
Specific Proceeds Collateral Account 30
----- -----
NET CASH PROVIDED BY FINANCING ACTIVITIES 280 24
----- -----
NET CHANGE IN CASH AND CASH EQUIVALENTS 7 3
Cash and cash equivalents at beginning of period 5 6
----- -----
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12 $ 9
===== =====
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 6
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
(Dollars in Millions Except Per Share Amounts)
NOTE A - BASIS OF FINANCIAL STATEMENTS
Basis of Presentation: The accompanying consolidated financial
statements at December 31, 1997 and for the three-month and six-month periods
ended December 31, 1997 and 1996, are unaudited, but are prepared in accordance
with generally accepted accounting principles for interim financial information
and include all adjustments (consisting only of normal recurring entries) which,
in the opinion of management, are necessary for a fair presentation of financial
position, results of operations and cash flows. These unaudited consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements as of and for the year ended June 30, 1997, and notes
thereto, included in the Annual Report on Form 10-K.
NOTE B - INVENTORIES
The major classes of inventory are as follows:
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
---- ----
<S> <C> <C>
Finished product $547 $239
Raw materials and supplies 9 13
Other, principally packaging material 44 87
---- ----
$600 $339
==== ====
</TABLE>
During the twelve months ended June 30, 1997 and the three months and
six months ended December 31, 1997 and 1996, respectively, inflation had a
minimal impact on production costs. As a result, the effect of accounting for
these inventories by the LIFO method has had no material effect on inventories
at June 30, 1997 and December 31, 1997 or on results of operations for the
three-months and six-months ended December 31, 1997 and 1996, respectively.
NOTE C - STOCKHOLDERS' EQUITY
Preferred Stock
On October 13, 1997, the Company authorized a new series of cumulative
redeemable preferred stock, Series C, and issuance of shares of such new series
of preferred stock in exchange for all of the issued and outstanding shares of
cumulative redeemable preferred stock, Series A and B, currently held by
preferred stock shareholders. The Series A and B preferred stock were retired
upon completion of this exchange.
The terms of the Series C preferred stock are substantially identical to
those of the Series A and B stock with the exception of a call premium and right
of holders to require redemption upon a change in control. The Series C
preferred stock will be redeemable at the option of the Company at a redemption
price ranging from 103% of the liquidation preference, if redeemed prior to
October 1998, to 100% of the liquidation preference, if redeemed after October
2000. The Series A and B preferred stock was redeemable by the Company at par.
In the event of a change of control of the Company, the holders of the Series C
preferred stock will have the right to require the Company to repurchase shares
of such stock at 101% of the liquidation preference. Under the terms of the
Series A and B preferred stock, shares of such stock were
4
<PAGE> 7
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
December 31, 1997
(Dollars in Millions Except Per Share Amounts)
mandatorily redeemable (i.e., the holder did not have the option of continuing
to hold such shares) at 101% of the liquidation preference.
On January 16, 1998, TPG Partners, L.P. ("TPG") and certain of its
affiliates sold approximately 93% of their Preferred Stock holdings to
unaffiliated investors.
Employee Stock Purchase Plan
Effective August 4, 1997, the Del Monte Foods Company Employee Stock
Purchase Plan was established under which certain key employees are eligible to
participate. A total of 5,000 shares of Common Stock of the Company are reserved
for issuance under the Employee Stock Purchase Plan. During December 1997, 1,560
shares of the Company's common stock were purchased by and issued to eligible
employees.
Stock Option Plan
On August 4, 1997, the Company adopted the 1997 Stock Incentive Plan
which allows the granting of options to certain key employees of the Company.
Options may be granted to participants with respect to 9,508 shares of the
Company's Common Stock. Options may be granted as incentive stock options or as
non-qualified options for purposes of the Internal Revenue Code. Options
terminate ten years from the date of grant. Two different vesting schedules have
been approved under the 1997 Stock Incentive Plan. The first provides for annual
vesting on a proportionate basis over five years and the second provides for
monthly vesting on a proportionate basis over four years. Pursuant to this plan,
options for 8,274 shares were granted to eligible employees in December 1997.
The per share exercise price of the options granted in December 1997 was $1,000,
which was determined to be the fair market value of said shares.
NOTE D - CONTADINA ACQUISITION
On November 12, 1997, the Company entered into an asset purchase
agreement to acquire the Contadina canned tomato businesses, including the
Contadina trademark worldwide, capital assets and inventory from Nestle' USA,
Inc. and Contadina Services, Inc. (the "Contadina Acquisition") for a total
purchase price of $197, comprised of a base price of $177 and an estimated net
working capital adjustment of $20. The purchase price is subject to adjustment
based on the final calculation of net working capital as of the closing date.
The transaction closed on December 19, 1997.
The Company funded the acquisition through the issuance of senior
discount notes (the "Initial Notes") with an aggregate principal amount at
maturity of $230, which resulted in gross proceeds of $126. These Initial Notes
accrue interest at 12.50% payable on each June 15 and December 15, which will be
accreted through December 15, 2002, after which time interest will be paid in
cash until maturity. The Initial Notes mature on December 15, 2007. An
additional source of funding was provided through an equity contribution of $40
from the Company's majority shareholder, TPG and certain other investors. Also,
the Company amended its bank financing agreements to permit additional funding
which was drawn in an amount of $50. Amortization of the additional Term B loan
amount is incremental to the scheduled amortization of the existing Term B loan.
Such additional amortization will begin on a quarterly basis in the second
quarter of fiscal 1999 in the amount of $0.5 on an annual basis with such
amortization increasing in the fourth quarter of fiscal 2004, through the third
quarter of fiscal 2005, to approximately $12 per quarter. These debt agreements
contain restrictive covenants, the most restrictive of which currently is
minimum EBITDA (as defined).
The Contadina Acquisition has been reflected in the balance sheet at
December 31, 1997. The transaction has been accounted for using the purchase
method of accounting. The total purchase price has been allocated to the
tangible and intangible assets and liabilities acquired based on preliminary
estimates of their respective fair values. Accordingly, adjustments will be made
based upon final determination of the purchase price adjustments and completion
of the valuations
5
<PAGE> 8
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
December 31, 1997
(Dollars in Millions Except Per Share Amounts)
that are in progress. The results of operations of the acquired business for the
period from the closing of the acquisition to period end and any other expenses
of the transaction are reflected in the statements of operations for the three
and six month periods ended December 31, 1997, and did not significantly effect
the results of operations of the Company for those periods. The Company filed a
Comment Report on Form 8-K on January 5, 1998 reporting this acquisition. An
amendment to the Form 8-K will be filed not later than March 4, 1998 which will
contain the financial information required by Rule 3-05 of Regulation S-X.
NOTE E - SUBSEQUENT EVENT
In January 1998, management announced a four-year plan to consolidate
its California manufacturing operations in order to enhance the efficiency of
fruit and tomato processing operations and allow the Company to better meet the
competitive challenges of the market. In 1999, tomato production currently
taking place at the Modesto plant is expected to be transferred to the Company's
newly acquired facility in Hanford. The Modesto location would then be converted
to a fruit processing plant allowing production currently processed at the San
Jose plant to be transferred to Modesto. At the end of the 2000 production
season, the Company is expected to close its Stockton fruit plant and transfer
production from that plant to Modesto. Considerations of plant age and location
were primary factors in the decision to close the eighty year-old San Jose plant
and transfer production closer to the growing areas. None of the Company's other
plants will be directly affected by these decisions.
The Company is currently analyzing the impact of such plans and will
record a restructuring charge as soon as this analysis has been completed, if
appropriate.
6
<PAGE> 9
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
December 31, 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996
Divested Operations. During the first half of fiscal 1997, the Company
sold its interest in Del Monte Latin America. At the end of fiscal 1997, a
distribution agreement under which the Company sold certain products at cost for
Yorkshire Dried Fruit & Nuts, Inc. expired. These events are collectively
referred to as the "Divested Operations".
Contadina Acquisition. On December 19, 1997, the Company purchased the
Contadina canned tomato businesses, including the Contadina trademark worldwide,
capital assets and inventory for a total of $197 million, comprised of a base
price of $177 million and an estimated net working capital adjustment of $20
million. The purchase price is subject to adjustment based on the final
calculation of net working capital as of the closing date.
Net Sales. Consolidated net sales for the six months ended December 31,
1997 decreased by $8 million and increased by $5 million for the second quarter
of fiscal 1998 compared to the same periods of the prior year. Net sales, after
adjusting for the effect of the Divested Operations, increased by $27 million
compared to the prior year six-month period and by $21 million compared to the
prior year quarter primarily due to higher volumes in the vegetable and tomato
businesses and the acquisition of Contadina ($6 million). The vegetable and
tomato businesses have experienced an increase in sales volumes year-to-date of
9% and 17%, respectively while net sales for the vegetable and tomato businesses
increased by 10% and 15%, respectively compared to prior year period. Although
fruit volume has been relatively flat, net sales for fruit decreased 3%
primarily due to competitive pricing pressures in the foodservice market. The
Company addressed competitive discounting in the marketplace in the vegetable
and tomato businesses by using an effective mix of targeted trade and consumer
promotions. As a result, these actions enabled the Company to achieve increased
volumes and net sales in the vegetable and tomato businesses.
Cost of Sales and Gross Profit. Gross profit for the first half of
fiscal 1998 increased by $9 million and for the second quarter increased by $10
million from the same prior year periods. Gross margin percentage on a
year-to-date basis, after adjusting for the effect of the Divested Operations,
has remained relatively stable. Although costs have increased in the current
year over prior year, this increase has been offset to date by a favorable sales
mix of higher margin products.
Costs have increased in the current year primarily due to an increase in
processing costs caused by a compressed harvesting season for fruits which
resulted in the increased use of cold storage until processing capacity became
available. Also effecting costs were reduced plantings for some vegetables and
lower fruit raw product recoveries. The adverse harvesting conditions have had
very little impact on the Company's supply of product available for sale,
however, since carry-in inventories were adequate to cover shortfalls from the
current year harvest.
Selling, Advertising, Administrative and General Expenses. Selling,
advertising, administrative and general expenses, after adjusting for Divested
Operations, increased by $9 million for the six month period and by $8 million
for the second quarter versus the same periods of the prior year. Selling,
advertising, administrative and general expenses have increased from the prior
year period due to an increase in trade promotion support offset by lower
benefit plan costs. The increase in trade promotion was primarily due to an
increase in volumes.
Interest expense. Interest expense has increased by $10 million for the
first half of fiscal 1998 and by $6 million for the quarter compared to the same
periods in prior year primarily due to higher outstanding debt balances in the
first half of the current year resulting from the recapitalization transaction
that occurred in the fourth quarter of fiscal 1997.
7
<PAGE> 10
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
December 31, 1997
Other expense. Other expense for the current year primarily represents
certain indirect costs associated with the Contadina Acquisition.
FINANCIAL CONDITION - LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are to fund debt service,
finance seasonal working capital needs and make capital expenditures. Internally
generated funds and amounts available under its Revolving Credit Facility are
the Company's primary sources of liquidity.
In connection with the Contadina Acquisition, the Company issued senior
discount notes 0with an aggregate principal amount at maturity of $230 million
and received gross proceeds of $126 million. These Initial Notes accrue interest
at 12.50% payable on each June 15 and December 15, which will be accreted
through December 15, 2002, after which time interest will be paid in cash until
maturity. The Initial Notes mature on December 15, 2007. These Initial Notes are
redeemable in whole or in part at the option of the Company on or after December
15, 2002 at a price that initially is 106.250% of par and that decreases to par,
if redeemed, on December 15, 2006 or thereafter. On or prior to December 15,
2000, the Company may, at its option, redeem up to 35% of the aggregate
principal amount at maturity of the Initial Notes originally issued with the net
cash proceeds of one or more Public Equity Offerings, at a redemption price of
112.50% of the accreted value to the date of redemption. The Initial Notes were
issued with registration rights requiring the Company (i) to file, within 75
days of the consummation of the Contadina Acquisition, a registration statement
under the Securities Act of 1933, as amended, to exchange the Initial Notes for
new registered notes with terms substantially identical to the Initial Notes
and, (ii) to use its best efforts to effect that registration within 150 days
after the consummation of the Contadina Acquisition.
In connection with the Contadina Acquisition, the Company also amended
its bank financing agreements and related debt covenants to permit additional
funding under the existing Term B loan in an amount of $50 million. Amortization
of the additional Term B loan amount is incremental to the scheduled
amortization of the existing Term B loan. Such additional amortization will
begin on a quarterly basis in the second quarter of fiscal 1999 in the amount of
$0.5 million on an annual basis with such amortization increasing in the fourth
quarter of fiscal 2004, through the third quarter of fiscal 2005, to
approximately $12 million per quarter.
As of December 31, 1997, the Company's short term borrowings and long
term debt primarily consisted of a revolving credit facility, bank term loans,
senior subordinated notes and senior discount notes (collectively, the "Debt").
The Debt agreements contain restrictive covenants, the most restrictive of which
currently is minimum EBITDA (as defined). The Company is in compliance with all
such covenants for the second quarter of fiscal 1998.
The working capital requirements of the Company are seasonally affected
by the growing cycle of the vegetables, fruits and tomatoes it processes.
Substantially all inventories are produced during the harvesting and packing
months of June through October and depleted through the remaining seven months.
Accordingly, working capital requirements fluctuate significantly. Inventories
at December 31, 1997 consist of inventories of Contadina of $101 million and
other inventories of $499 million. The increase in inventories (excluding the
purchased Contadina inventory) at December 31, 1997 from June 30, 1997 reflects
the seasonal inventory buildup. The increase in accounts payable and accrued
expenses from June 30, 1997 to December 31, 1997 primarily reflects accrued
expenses resulting from higher levels of trade and consumer promotions and
accruals remaining from the peak production period.
8
<PAGE> 11
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
December 31, 1997
To finance this seasonal production, the Company relies on its Revolving
Credit Facility, which has a maximum availability of $350 million, subject to an
asset-based borrowing base. As of December 31, 1997, $153 million was
outstanding under the Revolving Credit Facility, compared to $82 million at June
30, 1997.
The Company expects that fiscal 1998 capital expenditures will be
approximately $40 million.
CERTAIN FORWARD-LOOKING STATEMENTS
Certain statements in this quarterly report under the captions
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", "Financial Statements" and elsewhere constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company, or industry results, to differ
materially from any future results, performances or achievements expressed or
implied by such forward-looking statements. Such risks and uncertainties and
other important factors include among others: general economic and business
conditions; weather conditions; crop yields; competition; raw material costs and
availability; the loss of significant customers; changes in business strategy or
development plans; availability, terms and deployment of capital; availability
of qualified personnel; changes in, or failure or inability to comply with,
governmental regulations, including, without limitation, environmental
regulations; industry trends and capacity and other factors referenced in this
quarterly report. These forward-looking statements speak only as of the date of
the quarterly report. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
9
<PAGE> 12
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In January 1998, the Company reached a settlement of the litigation
described in prior filings entitled HMTF Acquisition Corp., et al vs. Del Monte
Corporation. The settlement resolves all claims and disputes relating to the
sale of the Company's Mexican subsidiary in October 1996, including the purchase
price adjustment contemplated at the time of the sale. The Company's portion of
the settlement was within the amount reserved and thus will not adversely
impact net income of the Company.
ITEM 2. CHANGES IN SECURITIES.
Effective December 19, 1997, in connection with the Contadina
Acquisition, 40,000 shares of the common stock of the Company were issued and
sold to affiliates of TPG and certain other investors. The shares were issued
for a purchase price of $1,000 per share pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended.
The proceeds of this issuance were used to partially finance the
Contadina Acquisition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None.
ITEM 5. OTHER INFORMATION. None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K - A Form 8-K was filed on January 5, 1998 which related
to the Contadina Acquisition which occurred on December 19, 1997.
10
<PAGE> 13
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
DEL MONTE FOODS COMPANY
By: /s/ RICHARD G. WOLFORD Date: February 10, 1998
-------------------------------------
Richard G. Wolford
Chief Executive Officer
By: /s/ DAVID L MEYERS Date: February 10, 1998
-------------------------------------
David L. Meyers
Executive Vice President, Administration
and Chief Financial Officer
S-1
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE FINANCIAL
STATEMENTS OF DEL MONTE FOODS COMPANY FOR THE QUARTER ENDED DECEMBER 31, 1997,
AS PRESENTED IN THE COMPANY'S FORM 10-Q FILED FOR SUCH PERIOD, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 12
<SECURITIES> 0
<RECEIVABLES> 88
<ALLOWANCES> 1
<INVENTORY> 600
<CURRENT-ASSETS> 711
<PP&E> 534
<DEPRECIATION> 243
<TOTAL-ASSETS> 1,053
<CURRENT-LIABILITIES> 487
<BONDS> 0
0
32
<COMMON> 0
<OTHER-SE> (368)
<TOTAL-LIABILITY-AND-EQUITY> 1,053
<SALES> 620
<TOTAL-REVENUES> 620
<CGS> 413
<TOTAL-COSTS> 413
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36
<INCOME-PRETAX> 3
<INCOME-TAX> 0
<INCOME-CONTINUING> 3
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
