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 36, 2014

DS Services Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		20-5752672
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5660 New Northside Drive Atlanta, Georgia		30328
(Address of principal executive offices)		(Zip code)

5660 New Northside Drive Atlanta, Georgia		30328
(Address of principal executive offices)		(Zip code)

333-194935

(Commission File Number)

(770) 933-1400

(Registrant’s telephone number, including area code)

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:

¨	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))

Item 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement

On November 36, 2014, DSS Group, Inc. (“DSS Group”), the direct parent of DS Services Holdings, Inc. (the “Company”), entered ~~issued~~into aan ~~press~~Agreement ~~release~~and ~~announcing~~Plan ~~certain~~of ~~financial~~Merger ~~results~~(the ~~for~~“Merger ~~its~~Agreement”) ~~fiscal~~with ~~quarter~~Cott ~~and~~Corporation ~~nine~~(“Cott”), ~~month~~Delivery ~~periods ended September 26~~Acquisition, ~~2014~~Inc., Aa ~~copy~~wholly-owned subsidiary of Cott (the ~~press~~“Merger ~~release~~Sub”), ~~issued~~and byCrestview DSW Investors, L.P., as the ~~Company~~sellers’ isrepresentative, ~~being~~pursuant ~~furnished herewith~~to aswhich ~~Exhibit~~the ~~99.1~~Merger Sub will merge with and isinto ~~incorporated~~DSS ~~herein~~Group byat ~~reference~~closing, with DSS Group as the surviving corporation (the “Merger”).

~~The~~Consideration ~~information~~for inthe ~~Item 2~~Merger is $1.02247 ofbillion, ~~this~~payable ~~Form~~at ~~8-K~~closing in cash and through the ~~accompanying exhibit~~issuance ~~are~~by ~~being~~Cott ~~furnished~~of ~~under~~preferred ~~Item 2.02~~shares ~~and~~to ~~shall~~the securityholders ~~not~~of beDSS ~~deemed~~Group, ~~“filed”~~subject ~~for~~to ~~purposes~~adjustment offor ~~Section 18~~indebtedness, ofworking ~~the~~capital ~~Securities~~and ~~Exchange~~other ~~Act~~items. ofIn ~~1934~~connection (with the ~~“Exchange~~Merger, ~~Act”)~~Cott orand ~~otherwise~~certain ~~subject~~of toCott’s ~~the~~subsidiaries ~~liabilities~~will ofbecome ~~that~~guarantors ~~section, nor~~of ~~shall~~$350 itmillion beaggregate ~~deemed~~principal ~~incorporated~~of bythe 10.000% ~~reference~~Second-Priority inSenior ~~any~~Secured ~~filing~~Notes ~~under~~due 2021 (the ~~Securities~~“Notes”) ~~Act~~issued ofby ~~1933~~DS orServices ~~the~~of ~~Exchange Act~~America, ~~except~~Inc. as(“DS ~~expressly~~Services ~~set~~of ~~forth~~America”), bya ~~specific~~wholly-owned ~~reference~~subsidiary inof ~~such~~the ~~filing~~Company.

~~Item~~The 9Merger Agreement contains representations, warranties, covenants and conditions that the Company believes are customary for a transaction of this size and type, as well as indemnification provisions subject to specified limitations.01 ~~Financial~~The ~~Statements~~closing of the transaction is subject to satisfaction of certain conditions, including receipt of required regulatory approvals and ~~Exhibits~~the requisite consent of the holders of the Notes to amend the indenture governing the Notes.

~~(d)~~The ~~Exhibits~~Merger Agreement is subject to termination if the Merger is not completed on or before February 6, 2015, or such later date as the parties may agree.

ExhibitNo.		Description
99.1		Press Release dated November 3, 2014

A copy of the press release announcing the entry into the Merger Agreement is included as Exhibit 99.1 and is included by reference herein.

~~SIGNATURES~~Item 8.01 Other Events

~~Pursuant~~On November 13, 2014, DS Services of America announced that it had commenced a solicitation of consents from holders of the Notes to approve proposed amendments to the ~~requirements~~indenture governing the Notes (the “Indenture”). These amendments include, among other things, the exclusion of the ~~Securities~~Merger ~~Exchange~~from ~~Act~~the definition of ~~1934,~~“Change of Control” and certain amendments to reflect the addition of Cott and certain of Cott’s subsidiaries as ~~amended,~~guarantors of the ~~Registrant~~Notes ~~has~~and ~~duly~~to ~~caused~~conform ~~this~~certain ~~report~~covenants in the Indenture to bethose ~~signed~~in onthe agreements governing Cott’s existing indebtedness. The proposed amendments to the ~~its~~Indenture ~~behalf~~will bynot become operative until the ~~undersigned~~consent ~~hereunto~~payment ~~duly~~is ~~authorized~~made, which is expected to be substantially simultaneously with the consummation of the Merger.

DS SERVICES HOLDINGS, INC.
By:		/s/ Ron Z. Frieman
Name:		Ron Z. Frieman
Title:		Senior Vice President and Chief Financial Officer
Date: November 3, 2014

A copy of the press release announcing the consent solicitation is included as Exhibit 99.2 and is included by reference herein.

~~EXHIBIT~~Item ~~INDEX~~9.01 Financial Statements and Exhibits

ExhibitNo.		Description
99.1		Press Release dated November 3, 2014

(d) Exhibits


Exhibit No.		Description of Exhibit

2.1*		Agreement and Plan of Merger, dated as of November 6, 2014, among DSS Group, Inc., Cott Corporation, Delivery Acquisition, Inc. and Crestview DSW Investors, L.P. (incorporated by reference from Exhibit 2.1 to Cott Corporation’s current report on Form 8-K filed on November 11, 2014)

99.1		Press release issued November 6, 2014

99.2		Press release issued November 13, 2014

Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The descriptions of the omitted schedules and exhibits are contained within the Agreement and Plan of Merger. The Company hereby agrees to furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


DS SERVICES HOLDINGS, INC.

By:		/s/ Ron Z. Frieman
Name:		Ron Z. Frieman
Title:		Senior Vice President and Chief Financial Officer

Date: November 13, 2014

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