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): August 420, 2009

CARAUSTAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

North Carolina	0-20646	58-1388387
Delaware	0-20646	58-1388387
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5000 Austell Powder Springs Road, Suite 300

Austell, Georgia

30106-3227

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (770) 948-3101

(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 (see General Instruction A.2. below):

¨	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 1.0301. ~~Bankruptcy~~Entry orInto ~~Receivership.~~a Material Definitive Agreement;

AsItem previously reported, on May 31, 2009, the Company and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the Northern District of Georgia (the “Bankruptcy Court”) seeking relief under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”)1. ~~These chapter 11 cases are being jointly administered under the caption “In re: Caraustar Industries, Inc~~03., et al., Chapter 11 Case Nos.: 09-73830, 09-73835 through 09-73837, 09-73839 through 09-73841, 09-73843 through 09-73851, 09-73853 through 09-73855” (the “Chapter 11 Case”). The Debtors continue to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy ~~Court~~or ~~and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court~~Receivership.

OnAs ~~August~~previously reported, on May 431, 2009, Caraustar Industries, Inc. (“Caraustar” or the “~~Confirmation Date~~Company”), ~~the~~and ~~Bankruptcy~~certain ~~Court~~of ~~entered~~its andirect ~~order~~and indirect subsidiaries (collectively, the “~~Confirmation Order~~Debtors”) ~~confirming~~filed voluntary petitions in the United States ~~Debtors’~~Bankruptcy ~~First~~Court ~~Amended~~for ~~Joint~~the ~~Plan~~Northern District of ~~Reorganization~~Georgia ~~dated~~(the ~~June 30,~~“Bankruptcy ~~2009,~~Court”) asseeking ~~supplemented~~relief byunder the ~~Plan~~provisions ~~Supplement~~of ~~dated~~chapter ~~and~~11 ~~filed~~of ~~July 17,~~title ~~2009,~~11 ~~and~~of the ~~Annex~~United toStates Code (the ~~Plan~~“Bankruptcy ~~Supplement~~Code”). ~~dated~~These ~~and~~chapter ~~filed~~11 ~~July 29,~~cases ~~2009~~are ~~(as~~being jointly soadministered ~~modified~~under ~~and supplemented,~~ the caption “~~Plan”).~~In ~~Copies~~re: ofCaraustar ~~the~~Industries, ~~Debtors’~~Inc., ~~First~~et ~~Amended~~al., ~~Joint~~Chapter ~~Plan~~11 ofCase ~~Reorganization~~Nos.: ~~dated~~09-73830, ~~June 30~~09-73835 through 09-73837, ~~2009~~09-73839 through 09-73841, ~~the~~09-73843 ~~Plan~~through ~~Supplement~~09-73851, ~~and~~09-73853 through 09-73855” (the “Chapter ~~Annex~~11 toCase”). ~~the~~The ~~Plan~~Debtors ~~Supplement~~operated ~~are~~their ~~filed~~businesses as ~~Exhibits~~debtors-in-possession tounder ~~this~~the ~~Report~~jurisdiction ~~and~~of ~~are~~the ~~incorporated herein~~Bankruptcy byCourt ~~this~~during ~~reference~~the pendency of the proceedings.

~~The~~On ~~following~~August 4, is2009 a(the ~~summary~~“Confirmation ofDate”), the ~~material~~Bankruptcy ~~matters~~Court ~~contemplated~~entered toan ~~occur~~order ~~either~~(the ~~pursuant~~“Confirmation toOrder”) orconfirming ~~in connection~~the ~~with~~Debtors’ ~~the~~First ~~confirmation~~Amended ~~and~~Joint ~~implementation~~Plan of Reorganization dated June 30, 2009, as supplemented by the Plan. ~~This~~Supplement ~~summary~~dated ~~only~~and ~~highlights~~filed ~~certain~~July 17, of2009, and the ~~substantive~~Annex ~~provisions~~to of the Plan ~~and~~Supplement isdated ~~not~~and ~~intended~~filed toJuly 29, be2009 a(as ~~complete~~so ~~description~~modified ofand supplemented, orthe a“Plan”). ~~substitute~~Effective ~~for~~August 20, a2009 ~~full~~(the ~~and~~“Effective ~~complete~~Date”) ~~reading~~all conditions to consummation of, the Plan~~. This~~ ~~summary~~were issatisfied ~~qualified~~or waived in ~~its~~accordance ~~entirety~~with bythe ~~reference~~Plan, toand the ~~full~~Plan ~~text~~became effective under the Bankruptcy Code. As of the ~~Plan~~Effective Date, Caraustar emerged from chapter 11 (“Reorganized Caraustar”). ~~Capitalized~~On ~~terms~~August ~~used~~20, ~~but~~2009, ~~not~~Reorganized ~~defined~~Caraustar inissued ~~this~~a ~~Form~~press ~~8-K~~release ~~have~~announcing that the ~~meanings~~Plan ~~set~~became ~~forth~~effective inunder chapter 11 of the Bankruptcy ~~Plan~~Code on the Effective Date. A copy of the press release is attached hereto as Exhibit 99.1.

IOn the Effective Date, Reorganized Caraustar reincorporated as a Delaware corporation by means of a merger of Caraustar (“Caraustar NC”) with and into a wholly-owned Delaware subsidiary of Caraustar (“Caraustar Delaware”). In accordance with the Plan, Caraustar Delaware and Caraustar NC entered into an agreement and plan of ~~Reorganization~~merger, providing for Caraustar to merge with and into Caraustar Delaware on the Effective Date, so that Caraustar NC’s separate corporate existence ceased and Caraustar Delaware was the surviving corporation. On the Effective Date, Caraustar Delaware filed a certificate of merger with the Secretary of State of the State of Delaware and articles of merger with the Secretary of State of the State of North Carolina, thus consummating the merger of Caraustar NC into Caraustar Delaware, and all capital stock of Caraustar Delaware owned by Caraustar NC was cancelled.

A.Upon emergence from chapter 11, Reorganized ~~Company~~Caraustar and the other reorganized Debtors (together with Reorganized Caraustar, the “Reorganized Debtors”), among other things, entered into the New Indenture, the Exit Facility Credit Agreement, the Stockholders’ Agreement and certain other agreements, as discussed below.

OnThe summaries of certain agreement and the ~~date~~descriptions ~~all~~of terms of the ~~conditions~~Plan ~~precedent~~included toin ~~confirmation~~this ~~and~~Form ~~consummation~~8-K only highlight certain of the substantive provisions of such agreements and the Plan and are ~~satisfied~~not orintended ~~waived~~to ~~(the~~be ~~“Effective~~a ~~Date”)~~complete description of, ~~the~~or a substitute for a ~~Company~~full ~~will~~and ~~emerge~~complete ~~from~~reading ~~bankruptcy~~of, assuch aagreements ~~private~~and ~~company~~the ~~controlled~~Plan. This summary is qualified in its entirety by reference to the ~~Senior~~full ~~Noteholders~~text of such agreements and the Plan. Capitalized terms used but not defined in this Form 8-K have the meanings set forth in the respective agreement or the Plan.

B.New ~~Treatment~~Secured ofNotes ~~Claims and Interests~~ Indenture

1.As ~~Administrative~~of ~~Expense~~the ~~Claims:~~Effective ~~Subject~~Date, each Holder of an Allowed Senior Notes Claim is entitled to receive, in partial consideration of the ~~provisions~~cancellation of ~~sections~~its ~~328,~~Senior Notes ~~330~~Claim, ~~331~~its ~~and~~Pro ~~503(b)~~Rata share of the ~~Bankruptcy~~New ~~Code~~Secured Notes. In order to facilitate such distribution, inall ~~full~~relevant parties executed, delivered and/or issued the New Secured Notes Indenture appointing Wilmington Trust FSB as the indenture trustee (the “New Indenture”) and ~~final~~executed ~~satisfaction~~the New Secured Notes Documents, ~~settlement~~including, ~~release~~without limitation, the New Secured Notes. Upon execution, issuance and ~~discharge~~delivery of the New Secured Notes Documents and inperfection ~~exchange~~of the liens on the collateral for the ~~each~~New ~~Allowed~~Secured ~~Administrative~~Notes, ~~Expense~~as ~~Claim~~created pursuant to the New Secured Notes Documents, ~~each~~and ~~Holder~~as ofprovided ~~such~~therein, ~~Allowed~~the ~~Administrative~~Senior ~~Expense~~Notes ~~Claim~~Documents, ~~shall~~including, bewithout ~~paid~~limitation, inthe ~~full~~Senior Notes, will be deemed terminated and/or incancelled. ~~Cash~~The New Secured Notes shall not be registered under the ~~unpaid~~Securities ~~portion~~Act of ~~such Allowed~~1933, ~~Administrative~~as ~~Expense Claim~~amended.

2.The ~~DIP~~New ~~Facility~~Secured ~~Claims:~~Notes ~~Subject~~will tohave ~~the~~an ~~terms~~aggregate initial principal amount of ~~the~~$85 ~~DIP~~million ~~Facility~~and a maturity date of August 15, in2014. ~~full~~The Notes will be secured by a first priority lien on all assets of the Company and ~~final satisfaction~~its subsidiaries, ~~settlement~~including, ~~release~~without limitation, ~~and~~(a) a ~~discharge~~pledge of (x) 100% of the stock of all of the Company’s present and infuture ~~exchange~~domestic ~~for~~subsidiaries ~~each~~and ~~Allowed~~(y) 65% ~~DIP~~of ~~Facility~~the ~~Claim,~~stock onof each of the ~~Effective~~Company’s ~~Date,~~foreign subsidiaries and (b) all ~~Allowed~~accounts ~~DIP~~receivable, ~~Facility~~inventory, ~~Claims~~general ~~shall~~intangibles beand ~~paid~~equipment, insubject ~~full~~to (i) a ~~and~~senior inlien ~~Cash~~on ~~from~~accounts ~~the~~receivable and inventory and all proceeds thereof in favor of the Exit Facility orlenders ~~otherwise~~described below, (ii) a senior lien on certain equipment securing Industrial Revenue Bonds and (iii) certain other Permitted liens. The New Secured Notes will be guaranteed on a senior secured basis by all of the Company’s present and future wholly owned domestic subsidiaries, other than any such future subsidiary designated an “Unrestricted Subsidiary” by the Company (the “Guarantors”).

3.The ~~Priority~~New ~~Tax~~Secured ~~Claims:~~Notes Inwill ~~full~~bear ~~and~~interest final satisfaction, settlement, release, and discharge of and in exchange for each Priority Tax Claim, in the ordinary course of business as such claims become due, each Holder of an Allowed Priority Tax Claim shall receive in full satisfaction, settlement and release of and in exchange for such Priority Tax Claim, at ~~the election of the Debtors:~~ (i) ~~Cash~~10% ~~equal~~in tocash, ~~the amount of such Priority Tax Claim;~~ or (ii) ~~such~~15% ~~other~~in ~~treatment~~payment asin tokind, ~~which~~at the ~~Debtors~~option orof the ~~Debtors~~Company, ~~and~~payable ~~the~~semi-annually ~~Holder of such Priority Tax Claims shall have agreed upon~~ in writing; or (iii) such other treatment as will cause such Claims not to be Impaired; provided, however, that any Priority Tax Claim not due and owing on the Effective Date will be paid when such Claim becomes due and owingarrears.

~~4. Other Claims and Interests:~~ The ~~Plan~~New ~~divides~~Secured ~~all~~Notes ~~other~~are ~~Claims against~~redeemable, ~~and~~in whole ~~all~~or ~~Interests~~ in part, ~~the~~at ~~Debtors~~any ~~into~~time ~~various~~at ~~Classes.~~the ~~The~~Company’s ~~following chart~~option ~~summarizes~~at ~~the~~a ~~classification~~redemption ofprice ~~Claims~~initially ~~and~~equal ~~Interests~~to ~~under~~103% of the ~~Plan,~~aggregate ~~the~~principal ~~treatment~~amount of ~~each~~the ~~such~~New ~~Class~~Secured ~~and~~Notes ~~the~~redeemed, ~~projected~~declining ~~recovery~~to ~~under~~102% in the ~~Plan~~second year, if101% ~~any,~~in ~~for~~the ~~each~~third ~~Class.~~year ~~The~~and ~~chart~~100% thereafter is(plus ~~not~~accrued aand ~~complete~~unpaid ~~description~~interest, ofif any, ~~Class~~to ofthe ~~Claims~~date ~~or Interests~~of redemption). ~~For~~Upon a ~~more~~Change ~~detailed discussion~~ of ~~the~~Control ~~treatment~~(as ofdefined ~~Claims~~in ~~and~~the ~~Interests~~New ~~against~~Indenture), the ~~Debtors,~~Company ~~including~~will ~~additional~~be ~~information~~required ~~regarding~~to ~~the~~make ~~assumptions~~an ~~underlying~~offer ~~the~~to ~~calculation~~purchase ofall the ~~projected~~New ~~recoveries,~~Secured ~~see~~Notes ~~Article~~at ~~III~~101% of the aggregate ~~Plan.~~principal amount of

Class	Claims and Interests	Treatment
1	Priority Non-Tax Claims	Unimpaired; reinstated
2	Other Secured Claims	Unimpaired; reinstated, paid in cash or satisfied, to the extent secured, by the release of collateral
3	Prepetition Credit Facility Claims	Unimpaired; to the extent unpaid prior to the Effective Date, paid in cash from the Exit Facility or otherwise
4	Secured Industrial Revenue Bond Claims	Unimpaired; reinstated
5	Unsecured Industrial Revenue Bond Claims	Unimpaired; reinstated
6	General Unsecured Claims	Unimpaired; reinstated to the extent not paid in the ordinary course of business prior to the Effective Date
7	Senior Note Claims	Impaired; each Holder of an Allowed Senior Notes Claim shall be entitled to receive its Pro Rata share of the following: (i) 100% of the New Common Stock issued on the Effective Date and (ii) the New Secured Notes; provided, however, that any Senior Notes held by any of the Debtors shall be deemed defeased and no longer outstanding as of the Petition Date, and, any Senior Note Claims held by any of the Debtors shall not be entitled to receive a distribution hereunder on account of such Senior Note Claims; and, as part of the distribution to Class 7 (but in addition to, and not in reduction of, amounts to be distributed to Holders of Senior Notes Claims), the Company shall pay all Ad Hoc Committee Advisor Claims, and the reasonable fees and expenses of any counsel for the Senior Notes Indenture Trustees, incurred in connection with the Chapter 11 Case, in each case, without the need for any application to the Bankruptcy Court
8	Equity Interests	Impaired; each Holder of a Caraustar Equity Interest shall have its Interest cancelled, annulled and extinguished on the Effective Date. Each Holder of a Caraustar Equity Interest shall receive its Pro Rata share of $2,900,000 in Cash in consideration of the cancellation of its Caraustar Equity Interest, provided that no official committee of equity security holders is appointed in the Chapter 11 Case. In the event that an official committee of equity security holders is appointed, then Holders of Caraustar Equity Interests shall receive no distribution under the Plan.

New Secured Notes repurchased (plus accrued and unpaid interest, if any, to the date of purchase). On the later of December 31, 2009, all Available Cash (as defined in the New Indenture) in excess of $10 million, shall be used to redeem outstanding New Secured Notes at a redemption price of 100% of the aggregate principal amount of New Secured Notes redeemed plus accrued and unpaid interest to the date of redemption. Not later than February 15 and August 15 of each year, commencing on August 15, 2010, 75% of Excess Cash Flow (as defined in the New Indenture) generated during the six-month period ended on the most recent December 31 or June 30, as applicable, which was not used to reduce amounts outstanding under the Exit Credit Facility shall be applied to redeem outstanding New Secured Notes at a redemption price of 100% of the aggregate principal amount of New Secured Notes redeemed plus accrued and unpaid interest to the date of redemption.

C.The ~~Means~~New ~~for~~Indenture ~~Implementation~~contains representations and warranties, financial and collateral reporting requirements, affirmative and negative covenants, mandatory prepayment events and events of ~~the~~default ~~Plan~~customary for similar financings.

1.The ~~Corporate~~description ~~Restructuring; Reincorporation in Delaware. On the Effective Date, Reorganized Caraustar shall be reincorporated as a Delaware corporation by means~~ of the ~~transactions~~New ~~described~~Indenture ~~in the Reincorporation Transactions Document as filed in the Plan Supplement,~~ and the ~~Articles~~New ofSecured ~~Incorporation~~Notes ~~and~~set ~~By-Laws~~forth ofabove ~~Reorganized~~is ~~Caraustar~~qualified ~~shall~~in goits ~~into~~entirety ~~effect~~by ~~and~~reference ~~shall (i) include, among other things, pursuant~~ to ~~section 1123(a)(6) of~~ the ~~Bankruptcy~~actual ~~Code,~~terms ~~a provision prohibiting the issuance~~ of ~~non-voting equity securities, but only to~~ the ~~extent~~New Indenture ~~required by section 1123(a)(6) of the Bankruptcy Code;~~ and ~~(ii) authorize~~ the ~~issuance of the~~ New ~~Common~~Secured ~~Stock. Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code~~Notes, onwhich ~~the~~is ~~Effective~~attached ~~Date,~~hereto ~~(i) the board of directors of Reorganized Caraustar shall have five (5) members, including Michael Keough, so long~~ as he serves as Caraustar’s chief executive officer, and the following four other members as designated by the Ad Hoc Committee of Holders: William Murnane, Sarilee K. Norton, James M. Chirico, Jr., and Robert C. Buhrmaster, and (ii)Exhibit ~~the officers of Caraustar immediately prior to the Effective Date shall be the initial officers of Reorganized Caraustar~~4.2 ~~Each such director~~ and ~~officer~~is ~~shall~~incorporated ~~serve~~herein from and after the Effective Date pursuant to the terms of the Articles of Incorporation, the other constituent documents of the Reorganized Caraustar, and applicable law. Thereafter, the Articles of Incorporation, By- Laws, and Reorganized Caraustar Shareholders Agreement shall govern the designation of directors. In addition, the boards of directors of the other Reorganized Debtors shall be comprised of members of the board of directors of Reorganized Caraustar, or such other persons as are designated by ~~the board of directors of Reorganized Caraustar~~reference. ~~Each member of the current board of directors of each of the Debtors will be deemed to have resigned on the Effective Date.~~

2.Exit Issuance of New Secured Notes. On the Effective Date, each Holder of an Allowed Senior Notes Claim will receive, in partial consideration of the cancellation of its Senior Notes Claim, its Pro Rata share ofCredit ~~the~~Facility New Secured Notes. In order to facilitate such distribution, on or before the Effective Date, all relevant parties will execute, deliver and/or issue the New Secured Notes Indenture (and effectuate the appointment of an indenture trustee) and the New Secured Notes Documents, including, without limitation, the New Secured Notes. Upon execution, issuance and delivery of the New Secured Notes Documents and perfection of the liens on the collateral for the New Secured Notes, as created pursuant to the New Secured Notes Documents, and as provided herein, the Senior Notes Documents, including, without limitation, the Senior Notes, will be deemed terminated and/or cancelled. The New Secured Notes shall not be registered under the Securities Act of 1933, as amended.

~~3. Issuance of New Common Stock: On the~~ Effective ~~Date~~August 20, ~~Reorganized~~2009, Caraustar ~~shall issue an aggregate of 30~~Industries,~~000~~ ~~shares of New Class A Common Stock~~Inc. ~~Each~~and ~~Holder~~all of anits ~~Allowed~~direct ~~Senior~~and ~~Notes~~indirect ~~Claim~~domestic ~~will receive~~subsidiaries, inas borrowers ~~partial consideration of~~ (the ~~cancellation~~“Borrowers”), ofGeneral ~~its~~Electric ~~Senior~~Capital ~~Notes Claim~~Corporation, ~~its~~as ~~Pro~~a ~~Rata~~lender, ~~share~~Wells ofFargo ~~100% of the New Common Stock issued on the Effective Date. The New Common Stock shall not be registered under the Securities Act of 1933~~Foothill, asLLC ~~amended,~~ and ~~shall~~GE ~~not~~Capital, beeach ~~listed for public trading on any securities exchange. Distribution of such New Common Stock shall be made by delivery of one or more certificates representing such shares~~ as ~~described~~a ~~herein~~letter ~~or made by means~~ of ~~book-entry~~credit ~~exchange through the facilities of DTC in accordance with the customary practices of DTC~~issuer, as and toGeneral ~~the~~Electric ~~extent~~Capital ~~practicable~~Corporation, as ~~provided~~administrative agent (in ~~the~~such ~~Plan.~~capacity, ~~The Articles of Incorporation and By-Laws will set forth~~ the ~~rights~~“Administrative ~~and~~Agent”) ~~preferences under the New Common Stock. On the Effective Date, except as otherwise provided~~ for ~~herein,~~itself ~~all Caraustar Equity Interests~~ and ~~any~~each ~~stockholders agreements, registration rights agreements, repurchase agreements and repurchase arrangements, or~~ other ~~instruments~~party orthat ~~documents~~may ~~evidencing~~become ora ~~creating~~lender ~~any~~thereunder ~~obligations~~entered ofinto a ~~Debtor~~$75 ~~that~~million ~~relate~~revolving tocredit ~~Caraustar~~facility ~~Equity Interests that are impaired under~~ (the ~~Plan~~“Credit ~~shall be~~Facility”) ~~cancelled,~~pursuant and the obligations of the Debtors under any stockholder agreements, registration rights agreements, repurchase agreements and repurchase arrangements shall be discharged. As of the Effective Date, all Caraustar Equity Interests that have been authorized to bea ~~issued~~Credit ~~but that have not been issued shall be deemed cancelled and extinguished without any further action of any party~~Agreement.

4.The ~~Exit~~Credit Facility: Onprovides ~~the~~up ~~Effective~~to ~~Date,~~$75 ~~without~~million ~~any~~in ~~requirement~~revolving ofcredit, ~~further~~including ~~action~~a bysublimit ~~security holders or directors~~ of ~~the~~$22 ~~Debtors~~million orfor ~~the~~letters ~~Reorganized~~of ~~Debtors,~~credit. ~~the~~The ~~Reorganized~~Credit ~~Debtors~~Facility ~~shall~~is subject beto ~~authorized~~a ~~and~~borrowing ~~directed~~base tolimit ~~enter~~calculated ~~into~~as the ~~Exit~~ ~~Facility~~sum ~~Credit~~of ~~Agreement,~~the asfollowing: ~~well~~(a) up asto ~~any~~85% ~~notes,~~of ~~documents~~eligible oraccounts ~~agreements~~receivable inand ~~connection~~(b) the ~~therewith,~~lesser ~~including,~~of ~~without~~(x) 85% ~~limitation,~~of ~~any~~the ~~documents~~net ~~required~~orderly inliquidation ~~connection~~value ~~with~~of ~~the~~eligible ~~creation~~inventory or ~~perfection~~(y) up ofto ~~Liens~~45% ~~securing~~ of the ~~obligations~~book ~~under~~value ~~the Exit~~of ~~Facility~~eligible inventory, ~~provided~~in ~~the~~all ~~Exit~~cases ~~Facility~~less ~~and~~all ~~the~~reserves ~~foregoing~~established ~~documents~~by ~~shall~~the beAdministrative inAgent, ~~form~~including ~~and~~a ~~substance~~$10 ~~acceptable~~million toavailability ~~the~~reserve Adat ~~Hoc~~all ~~Committee of Holders~~times.

5.Borrowings ~~Management~~under ~~Incentive Plan. Following~~ the ~~Effective~~Credit ~~Date,~~Facility ~~the~~will ~~board~~bear ofinterest ~~directors~~at of(i) LIBOR ~~Reorganized~~plus ~~Caraustar will adopt~~ a ~~short-term~~margin ~~and long-term management incentive plan. Class B shares representing 10%~~ of ~~Reorganized Caraustar’s New Common Stock issued on the Effective Date will be reserved for equity awards under the long-term management incentive plan~~4. ~~Such Class B shares shall have the right to vote on board of director candidates along with the shares of New Common Stock to be received by the Senior Noteholders on the Effective Date~~5%, ~~but will not have certain special voting rights~~ with ~~respect~~a toLIBOR ~~approval~~floor of ~~key decisions and related party transactions~~2. ~~Class B shares will not be entitled to certain pre-emptive rights~~0%, ~~co-sale rights~~ or ~~demand~~(ii) alternatively ~~registration~~at ~~rights and will be transferable only to family members. Otherwise, Class B shares shall have~~ the ~~same~~Index ~~priority,~~Rate ~~right~~(defined ~~to dividends, and other indicia of ownership~~ as do the ~~shares~~highest of ~~New~~ ~~Common Stock to be received by~~ (x) the Senior Noteholders on the Effective Date. Equity awards under the long-term management incentive plan may be granted to management by the Board of Directors of Reorganized Caraustar in its discretion. In ~~addition,~~prime ~~on the Effective Date of the Plan~~rate, ~~each participant in the Debtors’ existing 2009 Incentive Plan will receive a cash payment equal to fifty percent~~ (~~50%~~y) of the ~~participant’s~~Federal ~~targeted~~Funds ~~annual~~rate ~~incentive~~plus ~~payment under such plan~~0.50%, ~~Each such payment shall be credited dollar-for-dollar against any additional~~ or future payment a participant is due to receive under such plan and shall be refunded to the Debtors by any participant that voluntarily leaves the Debtors’ employment or is terminated for cause within six (6z) ~~months after~~ the ~~Effective~~one-month ~~Date,~~LIBOR ~~provided~~rate) ~~that~~plus ~~prior~~a tomargin ~~receipt~~ of ~~such cash payment, each participant will enter into an agreement with the Debtors providing for this repayment obligation~~3. 5%.

D.The ~~Treatment~~Credit Facility ofwill ~~Executory~~mature ~~Contracts~~on ~~and~~June 4, ~~Unexpired~~2012. ~~Leases~~

~~Except~~The asCredit ~~otherwise~~Facility ~~provided~~contains inrepresentations ~~the~~and ~~Plan~~warranties, orfinancial inand ~~any~~collateral ~~contract, instrument, release, indenture, or other agreement or document entered into in connection~~reporting ~~with the Plan~~requirements, asaffirmative ~~of the Effective Date, each Debtor shall be deemed to have assumed each Executory Contract~~ and ~~Unexpired~~negative ~~Lease to which it is a party~~covenants, ~~unless~~mandatory ~~such~~prepayment ~~contract~~events or lease: (1) was assumed or rejected previously by the Debtors; (2) previously expired or terminated pursuant to its own terms; (3) is the subject of a motion to reject filed on or before the Confirmation Date; or (4) is set forth in a schedule, as an Executory Contract or Unexpired Lease to be rejected, filed as part of the Plan Supplement. The Confirmation Order shall constitute an order of the Bankruptcy Court under section 365 and ~~1123(b)~~events of ~~the~~default ~~Bankruptcy~~customary ~~Code~~for ~~approving~~similar ~~the contract and lease assumptions or rejections described above as of the Effective Date~~financings.

~~Except as otherwise expressly provided in Article VII or any other provisions of the Plan (and except as may~~The ~~otherwise~~description ~~be agreed between an employee and the board~~ of ~~directors of~~ the ~~Reorganized~~Credit ~~Debtors,~~Facility ~~with~~set ~~the~~forth ~~approval~~above ofis ~~the~~qualified Adin ~~Hoc~~its ~~Committee~~entirety ofby ~~Holders),~~reference ~~the Reorganized Debtors shall continue~~ to ~~perform their obligations under all employment and severance contracts and policies, and all compensation and benefit plans, policies and programs of~~ the ~~Debtors~~actual ~~applicable~~terms ~~to their employees, retirees and nonemployee directors and the employees and retirees~~ of ~~their subsidiaries, including, without limitation, all savings plans, retirement plans (including~~ the ~~Pension~~Credit ~~and Retirement Plans)~~Agreement, ~~health~~which ~~care~~is ~~plans,~~attached ~~disability~~hereto plans, severance benefit plans, incentive plans, life and accidental death and dismemberment insurance plans, provided that the board of directors of Caraustar shall have agreed to vote for the board of directors of Reorganized Caraustar, and shall have adopted any resolutions and taken such other actions prior to the Confirmation Date as ~~necessary~~Exhibit 10.1 ~~to provide that neither the Plan nor the transactions or distributions contemplated under the Plan constitute a Change in Control,~~ and ~~provided,~~is ~~further,~~incorporated that the Bankruptcy Court enters a Final Order (which order may be the Confirmation Order) finding that neither the Plan nor the transactions or distributions contemplated thereunder shall constitute a Change in Control. Nothing herein ~~shall~~by ~~restrict the rights of the board of directors of the Reorganized Debtors to change or modify any such policy, plan or program in accordance with its terms~~reference.

InStockholders’ addition, prior to the Effective Date, the Debtors will not, without the prior written consent of the Ad Hoc Committee of Holders: (i) enter into any executive employment agreements or collective bargaining agreements, (ii) modify any existing employment agreements, collective bargaining agreements or benefit plans, (iii) hire any executive or employee whose total compensation is greater than $100,000, or (iv) increase the compensation for any executive or employee whose total compensation is greater than $100,000. Agreement

EPursuant to the Plan, Reorganized Caraustar entered into a Stockholders’ Agreement dated as of the Effective Date (the “Stockholders’ Agreement”) with each holder of New Common Stock (as defined in Item 3.02 ~~Release~~below). Under the Stockholders’ Agreement, ~~Injunction~~among other things, ~~Exculpation~~the stockholders have agreed to vote their shares of New Common Stock to elect Michael Keough to the Board of Directors of Reorganized Caraustar, so long as he serves as the chief executive officer. The Stockholders’ Agreement also provides certain tag-along, drag-along, co-sale, board observer, information, key action approval and ~~Related~~preemptive ~~Provisions~~rights to the New Common Stock holders.

1Item 2.03. ~~Releases~~Creation ~~by the Debtors: As~~ of ~~the~~a ~~Effective~~Direct ~~Date,~~Financial ~~the~~Obligation ~~Debtors~~or ~~and~~an ~~Reorganized~~Obligation ~~Debtors~~under inan ~~their individual capacities and as debtors~~Off-~~in-possession~~Balance onSheet ~~behalf~~Arrangement of each of the Debtors’ Estates will be deemed to release and forever waive and discharge all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise that are based in whole or part on any act, omission, transaction, event or other occurrence taking place prior to the Effective Date in any way relating to the Debtors, the Reorganized Debtors, the Chapter 11 Case, the Plan or the Disclosure Statement, or any document or agreement related thereto; provided, however, that such releases shall not apply to an act or omission that is determined by a ~~Final Order of the Bankruptcy Court to have constituted willful misconduct or gross negligence~~Registrant.

2.The ~~Exculpation:~~information ~~From~~included ~~and~~in ~~after the Effective Date, the following parties (the “Released Parties”): (i)~~Item ~~the~~1.01 ~~Debtors, (ii) the Non-Debtor Affiliates, (iii) the Ad Hoc Committee~~ of ~~Holders,~~this ~~(iv) the~~Form ~~Senior Noteholders and their respective officers~~8-K, ~~directors,~~ ~~employees,~~relating ~~agents,~~to ~~affiliates, successors and assigns, (v)~~ the ~~Senior~~New ~~Notes~~ Indenture ~~Trustees, (vi) the lenders~~ and ~~administrative agent under~~ the ~~Prepetition~~Exit Credit Facility and ~~their~~its successors and assigns, (vii) the DIP Facility Lenders, the DIP Facility Agent and their successors and assigns, (viii) the present and former directors, officers and employees of the Debtors and the Non-Debtor Affiliates who were serving in such capacity on or after the Petition Date, (ix) any attorneys, financial advisors, investment bankers, accountants, consultants, or other professionals of the parties described in clauses (i) through (viii) hereof (including the Ad Hoc Committee Advisors); provided, however, that such attorneys and professional advisors shall only include those that provided services related toagreements ~~the Debtors, the Chapter 11 Case, the Plan, the Lock-Up Agreement and the transactions contemplated by the Plan, and (x) the~~is ~~directors,~~incorporated officers, partners, members, representatives and employees of the parties described in clauses (i) through (ix) hereof, shall neither have nor incur any liability to, or be subject to any right of action by, ~~any~~reference ~~Holder~~into ofthis a Claim or Interest, or any other party in interest, or any of their respective employees, representatives, financial advisors, attorneys, or agents acting in such capacity, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Case, formulating, negotiating or implementing the Lock-up Agreement and the Plan, the solicitation of acceptances of the Plan, the pursuit of approval of the Disclosure Statement and confirmation of the Plan, the confirmation of the Plan, the Plan Documents, the consummation of the Plan or the administration of the Plan or the property to be distributed under the Plan, or the restructuring transactions contemplated hereunder; provided, however, that the foregoing provision shall not apply to an act or omission that is determined by a Final Order of the Bankruptcy Court to have constituted willful misconduct or gross negligenceItem 2. ~~Any of the Released Parties shall be entitled to rely, in all respects, upon the advice of counsel with respect to their duties and responsibilities under the Plan~~03.

Item 3.02. ~~Releases~~Unregistered bySales ~~Holders~~ of ~~Claims~~Equity and Interests: As of the Effective Date, to the fullest extent permitted by law, (i) each Holder of a Claim or Interest that votes to accept or reject the Plan and does not mark their ballot so as to opt out of granting a release and (ii) each Holder of a Claim or Interest who, directly or indirectly, is entitled to receive a distribution under the Plan, including persons entitled to receive a distribution via an attorney, agent, indenture trustee or securities intermediary, and who does not mark their ballot so as to opt out of granting a release or otherwise prior to the commencement of the Confirmation Hearing file a pleading or other writing with the Bankruptcy Court opting out of granting a release, shall in consideration for the obligations of the Debtors and the Reorganized Debtors under the Plan and the Cash and the securities, contracts, instruments, releases and other agreements or documents to be delivered in connection with the Plan, be deemed to have forever released, waived and discharged all claims, demands, debts, rights, causes of action or liabilities (other than claims or causes of action arising out of an act or omission that is determined by a Final Order of the Bankruptcy Court to have constituted willful misconduct or gross negligence), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise, relating to the Debtors, the Reorganized Debtors, the Chapter 11 Case, the Plan or the Disclosure Statement, the Plan Documents, or the restructuring transactions contemplated thereby, existing as of the Effective Date or thereafter that are based in whole or part on any act, omission, transaction event, or other occurrence taking place on or prior to the Effective Date, against the Released Parties; provided, however, that this provision of the Plan shall not apply to an act or omission that is determined by a Final Order of the Bankruptcy Court to have constituted willful misconduct or gross negligenceSecurities.

4.On ~~Injunction~~the Effective ~~Related~~Date, toReorganized ~~Exculpation~~Caraustar ~~and~~issued ~~Releases.~~an ~~All~~aggregate ~~persons~~of ~~that~~30,000 ~~have~~shares ~~held,~~of ~~hold~~new orClass A ~~may~~Common ~~hold~~Stock ~~any~~(“New ~~liabilities~~Common ~~released~~Stock”). orEach ~~exculpated~~holder ~~pursuant~~of toa ~~the~~Senior ~~Plan~~Note will be ~~permanently~~entitled ~~enjoined~~to ~~from~~receive, ~~taking~~in ~~any~~partial consideration of the ~~following~~ ~~actions~~cancellation ~~against~~of ~~any~~its Senior ~~Released~~Notes ~~Party~~Claim, or its ~~property~~pro onrata ~~account~~share of ~~such~~100% ~~released~~of ~~liabilities:~~the ~~(i) commencing,~~New ~~conducting~~Common orStock ~~continuing~~issued inon ~~any~~the ~~manner,~~Effective ~~directly~~Date. orThe ~~indirectly,~~Amended ~~any~~and ~~suit,~~Restated ~~action~~Certificate ~~or other proceeding~~ of ~~any~~Incorporation ~~kind; (ii) enforcing,~~and ~~levying,~~By ~~attaching,~~laws ~~collecting~~set orforth ~~otherwise~~the ~~recovering~~rights byand ~~any~~preferences ~~manner~~under orthe ~~means,~~New ~~directly~~Common orStock. ~~indirectly,~~The ~~any~~New ~~judgment, award, decree or order; (iii) creating, perfecting or otherwise enforcing in any manner, directly or~~Common ~~indirectly,~~Stock ~~any~~has ~~lien;~~limited ~~(iv) except~~rights ~~as provided herein, asserting any setoff, right~~ of ~~subrogation or recoupment of any kind~~transferability, ~~directly~~is ornot ~~indirectly,~~publicly ~~against~~traded ~~any obligation due a Released Party;~~ and ~~(v) commencing~~was orexempt ~~continuing~~from ~~any~~registration ~~action, in~~under ~~any~~the ~~manner,~~Securities inAct ~~any~~pursuant ~~place~~to ~~that~~section ~~does~~1145 ~~not comply with or is inconsistent with the provisions~~ of the ~~Plan~~Bankruptcy Code.

5Item 3.03. ~~Injunction:~~Material ~~Except~~Modification as otherwise provided in the Plan or the Confirmation Order, from and after the Effective Date all persons who have held, hold or may hold Claims (other than Unimpaired Claims under the Plan) against or Interests in the Debtors, are (i) permanently enjoined from taking any of the following actions against the Estate(s), or any of their property, on account of any such Claims or Interests and (ii) permanently enjoined from taking any of the following actions against any of the Debtors, the Reorganized Debtors or their property on account of such Claims or Interests: (A) commencing or continuing, in any manner or in any place, any action, or other proceeding; (B) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (C) creating, perfecting or enforcing any lien or encumbrance; (D) asserting any right of setoff, subrogation or recoupment of any kind and (E) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of the Plan; provided, however, that nothing contained in the Plan shall preclude such persons from exercising their rights pursuant to ~~and~~Rights ~~consistent with the terms~~ of the Plan and nothing contained in the Plan shall preclude any action by a governmental unit based on (i) the Internal Revenue Code or other domestic, state, city or municipal tax code, (ii) the environmental laws of the United States or any domestic state, city or municipality, (iii) any criminal laws of the United States or any domestic state, city or municipality, (iv) the Securities Exchange Act of 1934, as amended, the Securities Exchange Act of 1933, as amended, or other securities laws of the United States or any domestic state, city or municipality, or (v) sections 1104-1109 and 1342(d) of the Employee Retirement Income Security ~~Act of 1974, as amended~~Holders.

F.On ~~Conditions~~the ~~Precedent~~Effective Date, all outstanding shares of Caraustar Common Stock (“Old Common Stock”) were cancelled and extinguished. Pursuant to the ~~Consummation~~terms of the Plan, each holder of Old Common Stock is entitled to receive its pro rata share of $2,900,000 in cash in consideration of the cancellation of its Old Common Stock.

ItItem ~~shall~~5.01. beChanges ~~a condition to consummation of the Plan that the following conditions shall have been satisfied or waived: (i) the Confirmation Order shall have been entered~~ in aControl ~~form and in substance reasonably satisfactory to the Debtors and the Ad Hoc Committee~~ of Holders; (ii) the Exit Facility shall have been executed and delivered by all parties thereto, and all conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof, and all proceeds of the Exit Facility shall have been made available to the Reorganized Debtors to fund distributions under the Plan; (iii) the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in form and substance reasonably acceptable to the Debtors and the Ad Hoc Committee of the Holders without prejudice to the Reorganized Debtors’ rights under the Plan to alter, amend, or modify certain of the schedules, documents, and exhibits contained in the Plan Supplement; (iv) all actions, documents, certificates, and agreements necessary to implement the Plan shall have been effected or executed and delivered to the required parties and, to the extent required, filed with the applicable Governmental Units in accordance with applicable laws; (v) the Ad Hoc Committee Advisor Claims and Senior Notes Indenture Trustee Claims that were timely presented shall have been satisfied by their retainer, paid in full and in Cash, or the Debtors shall have paid the Ad Hoc Committee Advisor Claims and Senior Notes Indenture Trustee Claims their outstanding fees and expenses pursuant to section 1129(a)(4) of the Bankruptcy Code in full in Cash; (vi) there shall be no material deviation in amount or type from the liabilities previously disclosed in writing to the Ad Hoc Committee of Holders or to the Ad Hoc Committee Advisors, including liabilities disclosed in the due diligence materials provided to the Ad Hoc Committee Advisors prior to the commencement of these Chapter 11 Case; (vii) the Articles of Incorporation and By-Laws and the amended certificates, articles of incorporation or partnership agreements of the Debtors, as necessary, shall have been adopted and filed with the applicable authorities of the relevant jurisdictions of incorporation or organization and shall have become effective in accordance with the corporate laws of such jurisdictions; and (viii) the Effective Date shall have occurred no later than August 22, 2009. Registrant

IIThe cancellation of the Old Common Stock and the issuance of the New Common Stock to the holders of the Old Senior Notes, as contemplated by the Plan, resulted in a change of control of Reorganized Caraustar as of the Effective Date. ~~Shares~~As ~~Issuable~~described orabove, ~~Reserved~~the Plan provided for ~~Issuance~~the oncancellation of all of the Company’s outstanding shares of Old Common Stock, and the issuance to the holders of the Old Senior Notes of approximately 30,000 shares of New Common Stock. No additional consideration was paid for the New Common Stock. The recipients of the New Common Stock also entered into the Stockholders’ Agreement described in Item 1.01 above. Accordingly, as of the Effective Date, Reorganized Caraustar believes that Wayzata Investment Partners, which maintained its holdings in the Old Senior Notes in two funds, Wayzata Opportunities Fund Offshore II, L.P. and Wayzata Opportunities Fund II, L.P. (collectively “Wayzata”) owns at least 51.5% of the outstanding shares of New Common Stock, and has certain additional rights pursuant to the Stockholders’ Agreement described in Item 1.01 above and the Amended and Restated Certificate of Incorporation described in Item 5.03 below. The Stockholders’ Agreement and the Amended and Restated Certificate of Incorporation also include terms which could impact future change of control transactions.

AsItem of5.02. ~~the~~Departure ~~Confirmation Date, Caraustar had 30,025,279 shares~~ of ~~common~~Directors ~~stock issued and outstanding, all of which will be automatically cancelled and extinguished on the Effective Date. On the Effective Date~~ or asCertain ~~soon~~Officers; asElection ~~reasonably practicable thereafter, Reorganized Caraustar will issue 30,000 shares~~ of ~~New~~Directors; ~~Common~~Appointment ~~Stock to the Senior Noteholders. No additional shares~~ of ~~New~~Certain ~~Common~~Officers; ~~Stock~~Compensatory ~~will~~Arrangements ~~be reserved for future issuance in respect~~ of ~~any~~Certain ~~other claims or interests~~Officers. Notwithstanding the foregoing, Class B shares may be reserved pursuant to a management incentive plan that will be implemented by the Reorganized Debtors to provide equity incentives to the Reorganized Debtors’ management.

~~III~~Pursuant to the Plan, as of the Effective Date, the size of the Board of Directors of Reorganized Caraustar was reduced from nine directors to five, and the following directors have departed the Company’s Board of Directors: Ronald J. ~~Information~~Domanico, Charles H. Greiner, Jr.; John T. Heald, Jr.; Daniel P. Casey; Robert J. Clanin; James E. Rogers; L. Celeste Bottorff and Dennis M. Love. Michael Keough will continue to serve as a director, so long as he serves as Caraustar’s chief executive officer, and the following four individuals became members of the Board of Directors of Reorganized Caraustar as designated by the Ad Hoc Committee of Holders pursuant to ~~Assets~~the Plan: William Murnane, Sarilee K. Norton, James M. Chirico, Jr., and ~~Liabilities~~Robert C. Buhrmaster. Under the Stockholders’ Agreement, among other things, the stockholders have agreed to vote their shares of ~~Debtors~~New Common Stock to elect Michael Keough to the Board of Directors of Reorganized Caraustar, so long as he serves as the chief executive officer.

~~Information~~Item as5.03. Amendments to ~~the~~Articles ~~Debtors’ assets and liabilities as~~ of ~~the~~Incorporation ~~most~~or ~~recent~~Bylaws; ~~practicable~~Change ~~date is contained~~ in ~~the~~Fiscal ~~Caraustar Industries, Inc~~Year. and Subsidiaries (Debtors-in-Possession since May 31, 2009) Condensed Consolidated Balance Sheet (Unaudited) as of June 30, 2009 (the “Unaudited June 30 Balance Sheet”), attached hereto as Exhibit 99.2.

~~Cautionary~~On ~~Statement~~the ~~Regarding~~Effective Date, Reorganized Caraustar reincorporated as a Delaware corporation by means of a merger of Caraustar (“Caraustar NC”) with and into a wholly-owned Delaware subsidiary of Caraustar (“Caraustar Delaware”). In accordance with the ~~Unaudited~~Plan, ~~June~~Caraustar 30Delaware ~~Balance~~and ~~Sheet~~Caraustar NC entered into an agreement and plan of merger, providing for Caraustar to merge with and into Caraustar Delaware on the Effective Date, so that Caraustar NC’s separate corporate existence ceased and Caraustar Delaware was the surviving corporation. On the Effective Date, Caraustar Delaware filed a certificate of ownership and merger with the Secretary of State of the State of Delaware and articles of merger with the Secretary of State of the State of North Carolina, thus consummating the merger of Caraustar NC into Caraustar Delaware, and all capital stock of Caraustar Delaware owned by Caraustar NC was cancelled.

~~The~~Pursuant ~~Unaudited~~to ~~June~~the 30terms ~~Balance~~of ~~Sheet~~the ~~contains~~Plan, ~~financial~~in ~~information~~connection ~~that~~with ~~has~~the ~~not~~reincorporation ~~been~~of ~~audited~~Reorganized orCaraustar ~~reviewed~~into byDelaware, ~~the~~Reorganized ~~Debtors’~~Caraustar, ~~independent~~on ~~registered~~the ~~public~~Effective Date, ~~accounting~~filed ~~firm~~an Amended and ~~may~~Restated beCertificate ~~subject~~of toIncorporation ~~future~~(the ~~reconciliation or~~“Restated ~~adjustments~~Certificate”) and amended its Bylaws. The ~~Unaudited~~Restated ~~June~~Certificate 30was ~~Balance~~made ~~Sheet~~pursuant isto inSections 242, a245 ~~format~~and ~~prepared~~303 ~~specifically~~of ~~for~~the ~~this~~General ~~current~~Corporation ~~report~~Law onof ~~Form~~the ~~8-K~~State of Delaware and ~~should~~pursuant ~~not~~to bethe ~~used~~Confirmation ~~for~~Order. ~~investment~~Stockholder ~~purposes~~approval of the Restated Certificate was not required. The ~~Unaudited~~Restated ~~June~~Certificate 30provides ~~Balance~~that ~~Sheet~~the ~~does~~authorized ~~not~~capital ~~include~~stock ~~footnote~~of ~~disclosure~~Reorganized orCaraustar consists of 130,000 shares, ~~other~~consisting ~~information~~of ~~normally~~(i) up ~~included~~to in110,000 ~~financial~~shares ~~statements~~of ~~prepared~~Common inStock ~~accordance~~designated ~~with~~as ~~accounting~~Class A ~~principles~~Common ~~generally~~Stock, ~~accepted~~par invalue $0.01 per share (the ~~United~~“Class ~~States~~A Common Stock”); (ii) up to 10,000 shares of ~~America~~Common Stock designated as Class B Common Stock, par value $0.01 per share (“~~GAAP~~Class B Common Stock”); orand ~~for~~(iii) up ~~Debtors’~~to ~~quarterly~~10,000 orshares ~~annual~~of ~~reports~~Preferred Stock, par value $0.01 per share (“Preferred Stock”). The Restated Certificate includes a provision prohibiting the issuance of non-voting equity securities to the extent required by Section 1123(a)(6) of the Bankruptcy Code. Pursuant to the Restated Certificate, shares of Class B Common Stock are issuable only pursuant to the terms of awards that may be granted under a management equity plan to be adopted by the Board of Directors of Reorganized Caraustar. In the event of the registration of the Class A Common Stock under the Securities Exchange Act of 1934, aseach ~~amended~~outstanding (share of Class B Common Stock shall automatically convert to a share of Class A Common Stock. Upon any transfer of shares of Class B Common Stock pursuant to the ~~“Exchange~~transfer ~~Act”)~~restrictions in the Restated Articles, each such transferred share will also convert into a share of Class A Common Stock. Shares of Class A Common Stock and Class B Common Stock are subject to restrictions on transfer pursuant to the Restated Certificate. The Restated Certificate also provides certain tag-along, drag-along, co-sale, information, inkey action approval, related party transaction approval and preemptive rights to the ~~Unaudited~~holders ~~June~~of 30Class A ~~Balance~~Common ~~Sheet~~Stock. ~~may~~Other than the information rights, the Class B Common Stock, when issued, will not be ~~indicative~~entitled to such rights. The Restated Certificate authorizes the issuance of the ~~Debtors’~~Preferred ~~financial~~Stock ~~condition~~from time to time in one or ~~operating~~more ~~results~~series, ~~for~~authorizing the ~~periods~~Board ~~that~~of ~~would~~Directors beto fix the number of shares of any series of the Preferred Stock, and to determine the ~~reflected~~rights, inpowers ~~Debtors’~~(including ~~financial~~voting ~~statements~~powers, if any), preferences, privileges, limitations and restrictions granted to or ~~reports~~imposed ~~pursuant~~upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to ~~GAAP~~increase or decrease (but not below the ~~Exchange~~number ~~Act~~of shares of any such series then outstanding) the number of shares of any such series subsequent to the issuance of shares of that series. ~~Results~~The ~~set~~Restated ~~forth~~Certificate inalso includes provisions relating to the ~~Unaudited~~limitation ~~June~~of 30liability ~~Balance~~of ~~Sheet~~directors ~~should~~of ~~not~~Reorganized beCaraustar ~~viewed~~and asthe ~~indicative~~indemnification of ~~future~~directors ~~results~~and officers of Reorganized Caraustar.

~~Item~~Pursuant 7to the provisions of the Plan, the Bylaws of Reorganized Caraustar were amended and restated in their entirety.~~01.~~ ~~Regulation~~The FDamendments ~~Disclosure~~included revisions to provide that holders of at least 20% of the voting power of all shares of common stock entitled to vote may instruct the Secretary of the Company to call a special meeting of stockholders and to reflect the reincorporation to Delaware and the differences between the corporate law of North Carolina and the corporate law of Delaware.

AsThe aAmended ~~part~~and ofRestated ~~the disclosure~~Certificate inof ~~Item~~Incorporation ~~1.03~~and ~~above,~~ the ~~Company~~amended isBylaws ~~providing~~are ~~the~~attached ~~Caraustar~~as ~~Industries,~~Exhibits ~~Inc~~3. 1 and ~~Subsidiaries~~3.2 ~~(Debtors-in-Possession~~hereto ~~since~~and ~~May~~are ~~31,~~incorporated ~~2009)~~herein ~~Condensed~~by ~~Consolidated~~reference, ~~Balance~~and ~~Sheet~~the ~~(Unaudited)~~foregoing assummary ofis ~~June~~qualified ~~30,~~in ~~2009,~~its asentirety ~~Exhibit~~by ~~99.2~~reference to ~~this~~such ~~current report on Form 8-K~~documents. ~~See the Cautionary Statement Regarding the Unaudited June 30 Balance Sheet above.~~

Forward- Looking ~~Information~~Statements

This ~~current~~Current ~~report~~Report on Form 8-K, ~~including~~ contains certain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that represent ~~the Company~~company’s expectations, anticipations or beliefs about future events, operating results or financial condition, ~~restructuring~~business plans, ~~business plans~~ and industry trends and their potential impact on the ~~Company~~company’s business and financial results. Statements that are not statements of historical fact, as well as statements including words such as “expect,” “intend,” “will,” “believe,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “plan,” “may,” “would,” “could,” “should,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by such statements. Such risk factors include, but are not limited to, the ~~Company’s ability to continue as a going~~ ~~concern;~~potential ~~the~~adverse ~~ability~~impact of the ~~Company to obtain court approval for, and operate subject to, the terms of the DIP financing facility; the Company’s ability to obtain court approval with respect to motions in the~~ Chapter 11 proceeding ~~prosecuted~~on ~~by it from time to time;~~ the ~~ability~~company’s ofliquidity ~~the Company to develop, prosecute, confirm and consummate one~~ or ~~more~~results ~~plans~~ of ~~reorganization with respect to the Chapter 11 proceeding~~operations, including aits ~~plan~~relationships ~~consistent~~ with ~~the~~its terms set forth in the plan of reorganization; risks associated with a termination of the restructuring agreement and financing availability; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the proceeding to a Chapter 7 proceeding; the ability of the Company to obtain and maintain normal terms with customers, vendors, employees, and suppliers; the ~~Company’s~~adequacy ~~ability to maintain contracts and leases that are critical to its operations; the potential adverse impact~~ of the ~~Chapter 11 proceeding on the Company’s~~ liquidity orprovided ~~results~~by ~~of operations;~~ the ~~effect~~ ~~that the “going concern” disclosure included in the opinion of the Company~~company’s ~~independent~~new ~~public~~credit ~~accounting~~facility ~~firm~~to ~~will~~fund ~~have~~future oncapital ~~the Company’s relationships with customers, suppliers, vendors and employees~~needs; fluctuations in raw material prices and energy costs; downturns in industrial production, housing and construction and the consumption of durable and nondurable goods; the degree and nature of competition; demand for the ~~Company~~company’s products; the degree of success achieved by the ~~Company~~company’s new product initiatives; increases in pension and insurance costs; changes in government regulations; the application or interpretation of those regulations or in the systems, personnel, technologies or other resources we devote to compliance with regulations; the impact on the ~~liquidity,~~company ~~trading volume and trading prices~~ of ~~the Company’s common stock from the delisting of the Company’s common stock from the NASDAQ Capital Market Systems and the trading of the stock on the Pink OTC Market; the impact on the Company of~~ its results of operations in recent years and the sufficiency of its financial resources to absorb the impact; and the ~~Company~~company’s ability to successfully dispose of its assets held for sale. Additional relevant risk factors that could cause actual results to differ materially are discussed in the ~~Company~~company’s registration statements and its most recent reports on Form 10-K, 10-Q and 8-K, as amended, filed with or furnished to, the Securities and Exchange Commission. These documents may be accessed through the web site of the Securities and Exchange Commission (www.sec.gov). The ~~Company~~company does not undertake any obligation to update any forward-looking statements and is not responsible for any changes made to this document by wire or Internet services.

~~The~~Item ~~reorganization process presents inherent material uncertainty~~9. It is not possible to determine with certainty the length of time it will take the Company to complete the restructuring, including the timing of court approvals, the effect of any third party proposals for competing plans of reorganization, whether all necessary approvals are ultimately obtained for the reorganization under the proposed terms, whether the plan of reorganization will be successful, or the outcome of the restructuring in general01. InFinancial ~~addition,~~Statements ~~the implementation of a plan of reorganization is dependent upon a number of conditions typical in similar reorganizations, including approval by the requisite holders of Senior Notes~~ and ~~court approval of the plan of reorganization~~Exhibits.

~~While the Company is in the process of restructuring, investments in its securities will be highly speculative. Further, if the plan is implemented as~~(d) ~~described in this current report, the presently outstanding shares of the Company’s common stock will be cancelled~~Exhibits.

Item 8.01. Other Events.


3.1		Amended and Restated Certificate of Incorporation of Reorganized Caraustar, dated August 20, 2009.

3.2		Bylaws of Reorganized Caraustar, as amended through August 20, 2009.

4.1		Stockholders’ Agreement dated as of August 20, 2009, between Reorganized Caraustar and the stockholders named therein.

4.2		Indenture dated as of August 20, 2009, between Reorganized Caraustar and Wilmington Trust FSB, as trustee, relating to the 10% Senior Secured Notes due 2014 of Reorganized Caraustar, including form of the Senior Secured Notes.

10.1		Credit Agreement dated as of August 20, 2009, between the Reorganized Caraustar and certain subsidiaries identified therein, as borrower, certain subsidiaries of the Company identified as guarantors listed therein, and General Electric Capital Corporation as the Administrative Agent regarding the Company’s $75 million senior credit facility.

99.1		Press Release of Caraustar Industries, Inc., dated August 21, 2009.

On August 5, 2009, the company issued a press release announcing that the Bankruptcy Court had confirmed the Plan. A copy of the press release is attached as Exhibit 99.1.

Additional information about the company’s restructuring is available at the company’s website http://www.caraustar.com/restructure.html

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.1		Debtors’ First Amended Joint Plan of Reorganization dated June 30, 2009
2.2		Plan Supplement to Debtors’ First Amended Joint Plan of Reorganization
2.3		Annex to the Plan Supplement to Debtors’ First Amended Joint Plan of Reorganization
99.1		Press Release, dated August 5, 2009, issued by the company.
99.2		Caraustar Industries, Inc. and Subsidiaries (Debtors-in-Possession since May 31, 2009) Condensed Consolidated Balance Sheet (Unaudited) as of June 30, 2009.

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.

Date: August 10 26, 2009


CARAUSTAR INDUSTRIES, INC.

By:		/S/ Ronald J. Domanico
		Ronald J. Domanico
		Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit		Exhibit No.
Debtors’ First Amended Joint Plan of Reorganization dated June 30, 2009		2.1
Amended and Restated Certificate of Incorporation of Reorganized Caraustar, dated August 20, 2009.		3.1
Plan Supplement to Debtors’ First Amended Joint Plan of Reorganization		2.2
Bylaws of Reorganized Caraustar, as amended through August 20, 2009.		3.2
Annex to the Plan Supplement to Debtors’ First Amended Joint Plan of Reorganization		2.3
Stockholders’ Agreement dated as of August 20, 2009, between Reorganized Caraustar and the stockholders named therein.		4.2
Press Release, dated August 5, 2009, issued by the company.		99.1
Indenture dated as of August 20, 2009, between Reorganized Caraustar and Wilmington Trust FSB, as trustee, relating to the 10% Senior Secured Notes due 2014 of Reorganized Caraustar, including form of the Senior Secured Notes.		4.3
Caraustar Industries, Inc. and Subsidiaries (Debtors-in-Possession since May 31, 2009) Condensed Consolidated Balance Sheet (Unaudited) as of June 30, 2009.		99.2
Credit Agreement dated as of August 20, 2009, between the Reorganized Caraustar and certain subsidiaries identified therein, as borrower, certain subsidiaries of the Company identified as guarantors listed therein, and General Electric Capital Corporation as the Administrative Agent regarding the Company’s $75 million senior credit facility.		10.1
Press Release of Caraustar Industries, Inc., dated August 21, 2009.		99.1

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