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) August 2 10, 2005

ANCHOR GLASS CONTAINER CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

~~Delaware~~ (State or Other Jurisdiction of Incorporation)


0-23359		59-3417812

(Commission File Number)		(I.R.S. Employer Identification No.)

(Address of Principal Executive Offices) (Zip Code)


One Anchor Plaza, 4343 Anchor Plaza Parkway, Tampa, Florida		33634-7513

(Address of Principal Executive Offices)		(Zip Code)

(813) 884-0000

(~~813) 884-0000 (~~Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.03 Bankruptcy or Receivership.
Item 3.01(a) Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Item 5.02(c) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Ex-99.1 August 8, 2005 Press Release
Ex-99.2 August 9, 2005 Press Release
Ex-99.3 August 5, 2005 Press Release


Item 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Ex-10.1 Debtor-in-Possession Note Term Sheet
Ex-99.1 August 17, 2005 Press Release

Item 1.0301 ~~Bankruptcy~~Entry orinto ~~Receivership~~a Material Definitive Agreement.

On ~~August~~ 8August 10, 2005, Anchor Glass Container Corporation (the “Registrant”) ~~filed~~arranged a ~~voluntary~~$15 million ~~petition~~debtor-in-possession ~~for~~secured ~~reorganization~~term ~~under~~financing ~~Chapter 11~~facility (the “Facility”) through a group of financial institutions (the US“Note ~~Bankruptcy~~Purchasers”) ~~Code~~that are members of an ad hoc committee consisting of holders of a majority in principal amount of the Registrant’s 11% Senior Secured Notes due 2013. ~~Middle~~This ~~District~~new facility supplements the secured revolving debtor-in-possession facility provided by Wachovia Capital Finance, for itself and as agent for other lenders, in the maximum amount of ~~Florida~~$115 million, ~~Tampa~~subject ~~Division~~to availability. ~~The~~Members ~~Registrant~~of ~~said~~the ~~that~~same itad ~~intends~~hoc tocommittee ~~request~~have ~~Court~~expressed a ~~approval~~willingness, subject to ~~continue~~negotiation ~~payments~~of documentation and completion of ~~employee~~due ~~salaries~~diligence, ~~and~~to ~~continue~~provide ~~health~~a $125 million ~~and~~term ~~welfare~~facility, ~~benefits~~part of which will be used to repay the existing pre- and post-petition ~~current~~credit ~~employees~~facilities, ~~without~~with ~~disruption~~the balance to be used for working capital.

~~The~~Proceeds ~~Registrant’s~~of ~~existing~~the ~~senior~~Facility ~~secured~~will ~~credit~~be ~~facility~~used ~~lenders have agreed~~ to ~~convert~~pay ~~their loan facility into a debtor~~post-~~in-possession~~petition ~~facility~~operating inexpenses ~~order~~of ~~for~~ the Registrant toas ~~continue~~defined ~~its operations~~in the Facility. The ~~Registrant~~Facility ismatures inupon ~~discussions~~the toearlier ~~obtain~~of ~~additional debtor~~forty-~~in-possession~~five ~~financing~~(45) ~~that~~days itfrom ~~believes~~the ~~will~~closing bedate ~~required~~or ~~after~~ the ~~existing~~date ~~facility~~on iswhich ~~fully~~an ~~utilized~~event of default occurs.

AThe ~~copy~~Facility ofprovides ~~the~~for, ~~Registrant’s~~among ~~press~~other ~~release announcing the bankruptcy filing is attached hereto as Exhibit 99.1.~~things:

~~Item 3.01(~~- cash interest payable on the maturity date of LIBOR plus 700 bps per annum; - cash interest payable during the continuance of an event of default of an additional 200 bps per annum; - a commitment fee equal to 100 bps payable upon entry of the interim financing order; - an allowed super-priority administrative expense claim for all amounts owing under the Facility, subject to the carve-out as defined in the Facility; - a first priority perfected priming security interest in, and lien on, all of the assets (tangible, intangible, real personal or mixed) ~~Notice~~of the Registrant, whether now owned or hereafter acquired, which currently secure the Senior Secured Notes; and - events of ~~Delisting~~default that include, among others, the filing of a plan or ~~Failure~~motion seeking approval of a sale of substantial assets on terms not acceptable to ~~Satisfy~~Note Purchasers, the conversion or dismissal of the Registrant’s Chapter 11 case, the appointment of a ~~Continued~~trustee ~~Listing~~or ~~Rule~~examiner with expanded powers, the granting of relief from the automatic stay as to assets of the Registrant in excess of $1 million, the cessation of liens or ~~Standard;~~super-priority ~~Transfer~~claims granted with respect to the Facility, the reversal, vacation or stay of ~~Listing~~the effectiveness of the financing orders, the granting of any prior lien or administrative claim, and the failure of the Registrant to retain a chief restructuring officer.

OnA ~~August 5,~~copy ~~2005,~~of the ~~Registrant~~Anchor ~~received~~Glass ~~notice~~Container ~~from~~Corporation the NASDAQ Stock Market (“Nasdaq”) that, for the last 30 consecutive trading days, the Registrant’s common stock has not maintained a minimum market value of publicly held shares (“MVPHS”) of $15,000,000 ~~as required for continued inclusion by Marketplace Rule 4450(b)(3) (the “Rule”). Therefore,~~ Debtor-in-Possession ~~accordance~~Note ~~with Marketplace~~Term ~~Rule 4450(e)(1),~~Sheet ~~the Registrant will be provided 90 calendar days, or until November 3, 2005, to regain compliance. If, at anytime before November 3, 2005, the MVPHS of the Registrant’s common stock~~ is ~~$15,000,000~~attached orhereto ~~more~~as ~~for~~ Exhibit 10 ~~consecutive trading days, Nasdaq will provide written notification that the Registrant has achieved compliance with the Rule~~.1 Ifand ~~compliance~~its ~~with~~terms ~~this Rule~~and ~~cannot~~conditions beare ~~demonstrated~~incorporated by ~~November 3, 2005, Nasdaq will provide written notification that the~~reference ~~Registrant’s securities will be delisted~~herein.

~~Subsequently,~~A oncopy ~~August 8,~~of ~~2005,~~ the ~~Registrant received notice from Nasdaq that after reviewing the Registrant’s~~ press release ~~dated August 8, 2005~~ announcing ~~that~~ the ~~Registrant~~Facility ~~filed for~~is ~~protection~~attached ~~under~~hereto ~~Chapter 11 of the U.S. Bankruptcy Code (the “Filing”) and such other information~~ as ~~is publicly available, in accordance with Marketplace Rules~~Exhibit 4300 and 4450(f), Nasdaq has determined that the Registrant’s securities will be delisted from The Nasdaq Stock Market at the opening of business on August 17, 2005, unless the Registrant requests a hearing in accordance with the Marketplace Rule 4800 Series99.1.

AsItem a2.03 ~~result~~Creation of ~~the~~a ~~Filing,~~Direct ~~the~~Financial ~~fifth~~Obligation ~~character~~or ~~“Q”~~an ~~will~~Obligation beunder ~~appended~~an toOff-Balance ~~the~~Sheet ~~Registrant’s trading~~Arrangement ~~symbol.~~of ~~Accordingly,~~ the ~~trading symbol for the~~ Registrant~~’s securities, common stock, $~~.~~10 par value, will be changed from AGCC to AGCCQ at the opening of business on August 10, 2005.~~

AThe ~~copy~~information ofin ~~the~~Item 1.01 ~~Registrant’s~~is ~~press~~incorporated ~~release~~under ~~announcing~~ this ~~notification is attached hereto as Exhibit~~Item ~~99.~~2.03 by reference.

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On August 2, 2005, management of the Registrant concluded that $4.5 million of payments received from a customer during June 2003 had not been accounted for properly. The impact of the improper accounting, net of other adjustments, referred to below, is to overstate operating income and net income/loss for the June 2003 quarter by $4.2 million. However, because key factual issues remain unresolved, management has not yet been able to determine the correct accounting for the $4.5 million for periods subsequent to June 2003.

The Registrant’s management has also determined that the Registrant’s accounting for two other transactions with the same customer were recorded in error, resulting, on a preliminary basis, in an overstatement of net income/loss during 2001 and 2002 of approximately $2.0 million and $1.4 million, respectively, and an understatement of net income/loss during 2003 and 2004 of approximately $500,000 and $1.3 million, respectively. As a result, the financial statements of the Registrant for the years 2001, 2002, 2003 and 2004 (as contained in the Registrant’s annual reports on Form 10-K for the years ended December 31, 2004 and 2003) and for each of the quarters therein should not be relied upon. Additionally, the interim financial statements for the periods ended March 31, 2005 and 2004, as contained in the quarterly report on Form 10-Q for the period ended March 31, 2005, should not be relied upon.

These errors reflect material weaknesses in the Registrant’s internal controls over financial reporting. Accordingly, management’s assertions contained in the Registrant’s annual report on Form 10-K for the year ended December 31, 2004 should no longer be relied on.

The Registrant’s management has discussed the matters disclosed in this Form 8-K with the Registrant’s independent registered certified public accounting firm.

A copy of the press release disclosing these matters is attached hereto as Exhibit 99.3.

Item 5.02(c) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 8, 2005, the Registrant announced that Mark Burgess, who joined Anchor in May 2005 as Executive Vice President, Finance and CFO, has been appointed the Chief Executive Officer of the Company effective immediately.


Item 9.01		Financial Statements and Exhibits.

The following ~~exhibit~~exhibits isare filed herewith:

99.1 Press Release issued on August 8, 2005.


10.1		Anchor Glass Container Corporation $15,000,000 Debtor-in-Possession Note Term Sheet

99.1		Press release issued on August 17, 2005

99.2 Press Release issued on August 9, 2005.

99.3 Press Release issued on August 5, 2005.

SIGNATURES

Pursuant to the requirements of the Securities ~~and~~ Exchange Act of 1934, the registrant ~~has~~ has duly caused this report to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly authorized.

ANCHOR GLASS CONTAINER CORPORATION


	ANCHOR GLASS CONTAINER CORPORATION

		/s/ Mark S. Burgess

		Name:	Mark S. Burgess
		Title:	Chief Executive Officer
			(Duly Authorized Officer)

Date: August 17, 2005

/s/ Mark S. Burgess Name: Mark S. Burgess Title: Chief Executive Officer (Duly Authorized Officer)

Date: August 9, 2005

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