UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 21 23, 2012

(Date of Report/Date of earliest event reported)

SOLO CUP COMPANY

(Exact name of registrant as specified in its charter)

Commission file number: 333-116843



Delaware (State or other jurisdiction of incorporation or organization)	47-0938234 (I.R.S. Employer Identification No.)
150 South Saunders Road, Suite 150 Lake Forest, Illinois (Address of principal executive offices)	60045 (Zip Code)

Registrant's telephone number, including area code: (847) 444-5000

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 1 2.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement.~~Condition

On March 21 23, 2012, Solo Cup Company ~~(the~~released ~~“Company”)~~certain ~~entered~~financial ~~into~~information aas ~~Stock~~of ~~Purchase~~and ~~Agreement~~for (the ~~“Stock~~thirteen ~~Purchase~~and ~~Agreement”)~~fifty-two ~~with~~weeks ~~Solo~~ended ~~Cup~~December ~~Investment Corporation (“SCIC”)~~25, ~~SCC~~2011 ~~Holding~~and ~~Company~~December ~~LLC~~26, ~~Vestar Capital Partners IV, L~~2010.~~P.,~~ ~~Vestar~~Such ~~Cup~~financial ~~Investment,~~information ~~LLC,~~is ~~Vestar~~furnished ~~Cup Investment II, LLC, the stockholders listed on the signature pages thereto and Dart Container Corporation (“Dart”). Pursuant~~ to the ~~Stock~~Securities ~~Purchase Agreement, the selling stockholders have agreed to sell,~~ and ~~Dart~~Exchange ~~has~~Commission ~~agreed~~as toExhibit ~~purchase, all of the outstanding capital stock of SCIC, which is the sole stockholder of the Company (the “Transaction”)~~99. ~~The aggregate value of the Transaction, including the Company's outstanding indebtedness, is approximately $~~1.0 ~~billion and is subject~~ to ~~customary~~this ~~closing~~current ~~adjustments~~report. ~~Consummation of the Transaction is anticipated by the end of the third quarter of 2012.~~

The ~~Transaction~~financial isinformation ~~subject~~furnished as Exhibit 99.1 to ~~customary~~this ~~closing~~current ~~conditions,~~report ~~including~~includes ~~expiration~~EBITDA, or ~~termination~~net ofincome ~~any~~(loss) ~~required~~before ~~waiting~~interest, ~~periods~~taxes, ~~under~~depreciation ~~the~~and ~~Hart~~amortization. EBITDA is a non-~~Scott~~GAAP financial measure as defined in Item 10 of Regulation S-~~Rodino~~K ~~Antitrust~~of ~~Improvements~~the Securities Exchange Act of ~~1976~~1934 (the “Exchange Act”). ~~Consummation~~EBITDA is not a measure of ~~the~~financial ~~Transaction~~performance iscalculated in accordance with GAAP and should not ~~subject~~be toconsidered ~~any~~as ~~financing~~an ~~condition.~~alternative ~~The~~to ~~Stock~~net ~~Purchase~~income ~~Agreement~~(loss) ~~also~~or ~~contains~~any other ~~customary~~performance ~~provisions~~measure derived in accordance with GAAP, ~~including~~or ~~representations~~as ~~and~~an ~~warranties~~alternative ~~regarding~~measure ~~the~~of ~~selling~~liquidity. ~~stockholders~~EBITDA ~~and~~should ~~the~~be ~~Company~~viewed in addition to, ~~interim~~and ~~operating~~not ~~covenants~~as ~~regarding~~a ~~the~~substitute for, analysis of Solo Cup Company's ~~business,~~results ~~and~~reported ~~indemnification~~in ~~directly~~accordance ~~from~~with ~~the~~GAAP. ~~selling~~Solo ~~stockholders~~Cup ~~and~~Company ~~from~~presents anEBITDA ~~escrow~~ to beprovide ~~established~~additional ininformation ~~connection~~regarding ~~with~~its current financial and operating performance because the ~~Transaction.~~measure ~~The~~excludes ~~Stock~~certain ~~Purchase~~items ~~Agreement~~that ~~also~~may ~~contains~~not ~~customary~~be ~~termination~~indicative ~~provisions,~~of ~~including~~the acompany's ~~termination~~core ~~right~~operating ifresults. Management believes that EBITDA provides useful information to the ~~closing~~company ~~has~~and ~~not~~its ~~occurred~~investors, and is frequently utilized by ~~December~~security 20analysts, ~~2012~~lenders ~~(with~~and another ~~extension~~interested parties to ~~March~~evaluate ~~20,~~companies ~~2013~~in ~~under~~the ~~certain~~same ~~circumstances)~~industry. ~~Additionally~~In addition, ~~the~~because Solo Cup Company historically has ~~agreed~~provided ~~not~~EBITDA-based measures to ~~solicit~~investors orand ~~participate~~other interested parties, in ~~discussions~~some ~~relating~~instances toas ~~proposals~~required toby ~~purchase~~its ~~SCIC's~~financing ~~outstanding~~arrangements, ~~stock~~management orbelieves athat ~~substantial~~the ~~portion~~quarterly presentation of EBITDA provides consistency in the ~~assets~~company's offinancial ~~SCIC,~~reporting and is a useful supplemental measure in comparing the ~~Company~~company's oroperating ~~its~~performance ~~subsidiaries~~from period to period.

~~Under~~Item ~~the Stock Purchase Agreement, Dart has the option to request the Company to effect a tender offer for both the Company's 10~~9.5%01 Financial ~~Senior~~Statements ~~Secured Notes due 2013~~ and its 8.5% Senior Subordinated Notes due 2014 and/or cause the Company to satisfy and discharge such Notes in accordance with their respective indentures in connection with the closing of the Transaction.Exhibits

~~Item~~Exhibit ~~7.01~~Number ~~Regulation~~Exhibit ~~FD Disclosure.~~Description

On99.1 ~~March~~Certain ~~21,~~financial ~~2012,~~information ~~Dart~~of ~~and~~Solo ~~the~~Cup Company ~~issued~~as ~~a joint press release announcing the signing~~ of ~~the~~and ~~Stock~~for ~~Purchase Agreement. A copy of~~ the ~~press~~thirteen ~~release~~and isfifty-two ~~attached~~weeks toended ~~this~~December ~~Current~~25, ~~Report~~2011 asand ~~Exhibit~~December ~~99.1.~~26, 2010

The information contained in ~~Item 7.01 of~~ this ~~Current~~current ~~Report~~report, including in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the ~~Securities~~ Exchange Act ~~of 1934 (the “Exchange Act”)~~ or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in any such filing.

~~FORWARD-LOOKING STATEMENTS~~SIGNATURES

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “will,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “expect,”“predict,” “potential,” “project,” “could,” “should,” “may,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements in this press release other than statements of historical fact, including statements regarding the anticipated closing of the Transaction, are forward-looking statements. Such statements reflect current assumptions concerning future events and are subject to a number of risks and uncertainties, many of which are outside of the Company's control, which could cause actual results to differ materially from such statements, including the receipt of necessary regulatory approval and fulfillment of other customary conditions required to consummate the acquisition. All forward-looking statements contained in this Current Report speak only as of the time when made. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events, changed assumptions or otherwise.

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.

	SOLO CUP COMPANY
	(Registrant)
	By: /s/ Robert D. Koney, Jr.
	Robert D. Koney, Jr.
	Executive Vice President and Chief Financial Officer
Date: March 21, 2012

SOLO CUP COMPANY

By: /s/ Robert D. Koney, Jr.

Robert D. Koney, Jr.

Executive Vice President and Chief Financial Officer

Date: March 23, 2012

EXHIBIT INDEX

Exhibit Number Exhibit Description


99.1	Certain financial information of Solo Cup Company as of and for the thirteen and fifty-two weeks ended December 25, 2011 and December 26, 2010

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