-----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, FbHdjjZBLIwMNjkJDUAmpcdd/fUXbVFbfRP+iSV6tWajU5w5U2ntW5w4+QE/+wip ej3+lkqoJJpJhq+/niP3fg== 0001045969-00-000158.txt : 20000229 0001045969-00-000158.hdr.sgml : 20000229 ACCESSION NUMBER: 0001045969-00-000158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000228 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: 555712 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 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): February 21, 2000 SHOPPERS FOOD WAREHOUSE CORP. (Exact name of registrant as specified in its charter) Delaware 333-32825 53-0231809 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 11840 Valley View Road, Eden Prairie, Minnesota 55344 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (952) 828-4000 4600 Forbes Blvd., Lanham, Maryland 20706 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 4. Changes in Registrant's Certifying Accountants. On February 21, 2000, Shoppers Food Warehouse Corp. ("Shoppers"), selected KPMG LLP ("KPMG") to serve as its independent public accountants for the fiscal year ended January 30, 2000, and, accordingly dismissed Ernst & Young LLP ("Ernst & Young"), its former independent public accountants, effective immediately. The decision to engage KPMG and dismiss Ernst & Young was approved by unanimous written consent of the Board of Directors of Shoppers on February 21, 2000. Shoppers' change in certifying accountants is not the result of any disagreement between the parties. The change is the result of the acquisition of Richfood Holdings, Inc., which indirectly owns all the outstanding common stock of Shoppers, by SUPERVALU INC. and SUPERVALU INC.'S desire to have the same certifying accountant for SUPERVALU INC.and Shoppers. The report of Ernst & Young on the financial statements of Shoppers for the fiscal year ended January 30, 1999 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During Shoppers' fiscal year ended January 30, 1999 and the interim period through February 21, 2000, there was no disagreement with Ernst & Young 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 Ernst & Young, would have caused Ernst & Young to make reference thereto in its reports (a "Disagreement") and (ii) there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission (a "Reportable Event"). Ernst & Young has not reviewed the annual financial statements of Shoppers since April 26, 1999 (the date of Ernst & Young's report for the fiscal year ended January 30, 1999) and Ernst & Young did not perform any annual audit procedures with respect to the fiscal year ended January 29, 2000. Shoppers has authorized Ernst & Young to respond fully to the inquiries of Shoppers' successor accountants. Shoppers has not, during Shoppers' fiscal year ended January 30, 1999 or the subsequent interim period through February 21, 2000, consulted with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Shoppers' financial statements, and neither a written report was provided to Shoppers or oral advice was provided that KPMG concluded was an important factor considered by Shoppers in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a Disagreement with Ernst & Young or a Reportable Event. Shoppers has furnished Ernst & Young with a copy of this Form 8-K and has requested that Ernst & Young furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of Ernst & Young's letter to the Commission, dated February 21, 2000, is filed as Exhibit 16.1 to this current report on Form 8-K. Item 7. Financial Statements and Exhibits. (c) Exhibits. 16.1 Letter from Ernst & Young LLP to the Securities and Exchange Commission dated February 21, 2000. -2- 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 thereunto duly authorized. Dated: February 21, 2000 SHOPPERS FOOD WAREHOUSE CORP. By: /s/ Pamela K. Knous ------------------------------------- Pamela K. Knous Vice President and Chief Financial Officer (Authorized Officer of Registrant) -3- EXHIBIT INDEX 16.1 Letter from Ernst & Young LLP to the Securities and Exchange Commission dated February 21, 2000. -4- EX-16.1 2 CHANGE IN CERTIFYING ACCOUNTANT Exhibit 16.1 Letter Re: Change In Certifying Accountant Ernst & Young LLP One James Center Suite 1000 901 East Cary Street (23219-4065) P.O. Box 680 Richmond, Virginia 23218-0680 February 21, 2000 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 21, 2000 of Shoppers Food Warehouse Corp. to be filed with the Securities and Exchange Commission and are in agreement with the second paragraph on page 2. We have no basis to agree or disagree with the other statements of the registrant contained therein. /s/ Ernst & Young LLP cc: Pamela K. Knous, CFO Shoppers Food Warehouse Corp. -----END PRIVACY-ENHANCED MESSAGE-----