-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mh16E0kB4vlLthOwAFYBuM3+5wOO1wFbjzkPu0ILPSVOTQTsnHOTxhK4ckjrTARd hQetk+iVg6+86wNs8CgMng== 0000950133-99-000388.txt : 19990215 0000950133-99-000388.hdr.sgml : 19990215 ACCESSION NUMBER: 0000950133-99-000388 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOPPERS FOOD WAREHOUSE CORP CENTRAL INDEX KEY: 0001043065 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 522014682 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-32825 FILM NUMBER: 99534495 BUSINESS ADDRESS: STREET 1: 4600 FORBES BLVD CITY: LANHAM STATE: MD ZIP: 20706 BUSINESS PHONE: 3013068600 MAIL ADDRESS: STREET 1: 4600 FORBES BLVD CITY: LENHAM STATE: MD ZIP: 20706 8-K 1 FORM 8-K 1 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 1934 Date of Report (Date of earliest event reported): February 8, 1999 ---------------- Shoppers Food Warehouse Corp. ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE ---------------------------------------------- (State or other jurisdiction of incorporation) 333-32825 53-0231809 ------------------- -------------------------------- (Commission File No.) (IRS Employer Identification No.) 4600 Forbes Blvd., Lanham, Maryland 20706 -------------------------------------- -------- (Address of principal executive offices) (Zip Code) (301) 306-8600 ------------- (Registrant's telephone number, including area code) 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On February 8, 1999, Shoppers Food Warehouse Corp. ("Shoppers"), selected Ernst & Young LLP ("Ernst & Young") to serve as its independent public accountants for the fiscal year ended January 30, 1999, and, accordingly dismissed Arthur Andersen LLP ("Arthur Andersen"), its former independent public accountants, effective as of that date. The decision to engage Ernst & Young and dismiss Arthur Andersen was approved by unanimous written consent of the Board of Directors of Shoppers on February 8, 1999. Shoppers' change in certifying accountants is not the result of any disagreement between the parties. The change is the result of the acquisition of Dart Group Corporation, which indirectly owns all the outstanding common stock of Shoppers, by Richfood Holdings, Inc. ("Richfood") and Richfood's desire to have the same certifying accountant for Richfood and Shoppers. The reports of Arthur Andersen on the financial statements of Shoppers for the two most recent fiscal years did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During Shoppers two most recent fiscal years and through the quarterly period ended May 2, 1998, there was no disagreement with Arthur Andersen regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Arthur Andersen, would have caused Arthur Andersen to make reference thereto in its reports. Arthur Andersen has not reviewed the financial statements of Shoppers since May 2, 1998. Shoppers has authorized Arthur Andersen to respond fully to the inquiries of Shoppers' successor accountants and has requested that Arthur Andersen provide it with a letter addressed to the SEC, as required by Item 304(a)(3) of Regulation S-K. A copy of such letter, dated February 8, 1999, is filed as Exhibit 16.1 to this Current Report on Form 8-K. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 16.1 Letter re: Change in Certifying Accountant 4 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. SHOPPERS FOOD WAREHOUSE CORP. Date: February 12, 1999 By: /s/ JOHN C. BELKNAP ---------------------- ------------------------ JOHN C. BELKNAP Executive Vice President Secretary EX-16.1 2 LETTER RE: CHANGE IN CERTIFYING ACCOUNTANT 1 Exhibit 16.1 Arthur Andersen Arthur Andersen LLP 8000 Towers Crescent Drive Suite 400 Vienna, VA 22182 February 8, 1999 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madam: We have read Item 4 included in the Form 8-K dated February 8, 1999 of Shoppers Food Warehouse Corp. 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 cc: Mr. Ronald T. Rice, Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----