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Del Monte Foods Does Not Endorse below Market `Mini Tender' Offer by TRC Capital.


SAN FRANCISCO San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden  -- Del Monte Foods Del Monte Foods (NYSE: DLM) is an American food production and distribution company based in San Francisco, California.

It offers canned goods in Del Monte, S&W and Contadina brands, pet foods under Kibbles n' Bits, 9Lives, Pounce, Milk-Bone and several premium brands,
 (NYSE NYSE

See: New York Stock Exchange
: DLM See ILM.

DLM - Distributed Lock Manager on distributed VMS systems.
) announced today that it has received a copy of an unsolicited un·so·lic·it·ed  
adj.
Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions.


unsolicited
Adjective
 "mini-tender" offer statement dated July 14, 2004, pursuant to which TRC TRC
Noun

(in South Africa) Truth and Reconciliation Commission: a commission which encourages people who committed human rights abuses or acts of terror during the apartheid era to reveal the truth about their crimes in return for immunity from prosecution
 Capital Corporation, a private Canadian investment company, has offered to purchase up to 8,000,000 shares of common stock of Del Monte Foods. The offer price of $10.00 per share represents a 3.75% discount to the closing price for Del Monte's shares on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 on July 13, 2004, the day before the date of the offer. Del Monte Foods does not recommend or endorse this offer.

The Securities and Exchange Commission (SEC) has issued an investor alert regarding mini-tender offers mini-tender offer

An offer to purchase less than 5% of a company's stock. Investors are at greater danger in a mini-tender offer because it is not subject to many of the SEC disclosure and procedural protections that apply to traditional tender offers.
, noting that, "Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's investor alert may be found on the SEC web site, at http://www.sec.gov/investor/pubs/minitend.htm.

Del Monte urges investors to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's offer.

Stockholders are advised that TRC Capital's offer is subject to numerous conditions, including financing, and TRC Capital has also reserved the right, in its reasonable discretion, to extend the period of time during which the offer is open, thereby possibly delaying payment for shares of Del Monte Foods tendered in the offer, or to amend its offer in any other respect.

Del Monte understands that TRC Capital has made many such mini-tender offers in the past. Mini-tender offers seek to acquire less than five percent of a company's outstanding shares and thereby avoid many procedural protections and disclosure requirements of the SEC that apply to offers for more than five percent of a company's outstanding shares. The TRC Capital Corporation offer for eight million shares represents an offer for approximately 3.81% of Del Monte Foods' outstanding shares.

Del Monte stockholders who have already tendered shares into the offer are advised that they may withdraw their shares as described in the TRC Capital Corporation offering documents prior to the expiration of the offer, which is currently scheduled for August 12, 2004.

Del Monte Foods

Del Monte Foods is one of the country's largest and most well-known producers, distributors and marketers of premium quality, branded and private label food and pet products for the U.S. retail market, generating over $3 billion in net sales Net Sales

The amount a seller receives from the buyer after costs associated with the sale are deducted.

Notes:
This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight
 in fiscal 2004. With a powerful portfolio of brands including Del Monte(R), Contadina(R), StarKist(R), S&W(R), Nature's Goodness(TM), College Inn(R), 9Lives(R), Kibbles' n Bits(R), Pup-Peroni(R), Snausages(R), and NawSomes! (R), Del Monte products are found in nine out of 10 American households. For more information on Del Monte Foods Company, visit the Company's Web site at www.delmonte.com.
COPYRIGHT 2004 Business Wire
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Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Jul 22, 2004
Words:489
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