SWEETHEART HOLDINGS INC \DE\
8-K, 1998-05-01
PAPERBOARD CONTAINERS & BOXES
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                       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):         April 29, 1998
                                                  --------------------------



                            SWEETHEART HOLDINGS INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



            Delaware                    33-64814               06-1281287
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission File           (IRS Employer
     of incorporation)                  Number)            Identification No.)




10100 Reisterstown Road, Owings Mills, Maryland                   21117
- --------------------------------------------------------------------------------
    (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code:       (410) 363-1111


                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


                                       -1-

<PAGE>

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

          On April 29, 1998,  Registrant's Board of Directors appointed Deloitte
& Touche LLP as its certifying  accountants  replacing  Arthur Andersen LLP (the
"Former Accountants").

          During  the   Registrant's  two  most  recent  fiscal  years  and  the
subsequent  interim period through April 29, 1998,  there were no  disagreements
with the Former Accountants on any matter of accounting principles or practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements,  if not resolved to the  satisfaction of the Former  Accountants,
would  have  caused  them  to  make  reference  to  the  subject  matter  of the
disagreement in their report.  Neither of the Former Accountants' reports on the
Registrant's  financial statements for the fiscal years ended September 30, 1996
or 1997 contained an adverse opinion or disclaimer of opinion,  or was qualified
or modified as to uncertainty, audit scope, or accounting principles.

         A letter from the Former  Accountants  addressed to the  Securities and
Exchange Commission in accordance with Item 304(a)(3) of Regulation S-K, stating
that they agree with the  Registrant's  response  to Item 4 of the  Registrant's
Current Report on Form 8-K, dated May 1, 1998, is filed as an Exhibit hereto.


                                       -2-

<PAGE>


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits

         A letter from Arthur  Andersen  LLP  addressed  to the  Securities  and
Exchange Commission in accordance with Item 304(a)(3) of Regulation S-K.


                                       -3-

<PAGE>

                                   SIGNATURES



         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.



                                    SWEETHEART HOLDINGS INC.



                                    By: /s/ Hans H. Heinsen
                                        -------------------------------------
                                        Name:  Hans H. Heinsen
                                        Title: Chief Financial Officer


Date:  May 1, 1998


                                      -4-


<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NO.            DESCRIPTION                                  PAGE NO.
- -----------            -----------                                  --------


(16)                   Letter from Arthur Andersen LLP                    1
                       in accordance with Item 304 (a)(3)
                       of Regulation S-K





                                                                      EXHIBIT 16


                                   May 1, 1998



U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

         We have read Item 4 included in the attached Form 8-K dated May 1, 1998
of  Sweetheart  Holdings,  Inc.  to be filed with the  Securities  and  Exchange
Commission and are in agreement with the statements contained therein.

Very truly yours,


/s/ARTHUR ANDERSEN LLP




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