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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): February 21, 2000
SHOPPERS FOOD WAREHOUSE CORP.
(Exact name of registrant as specified in its charter)
Delaware 333-32825 53-0231809
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
11840 Valley View Road, Eden Prairie, Minnesota 55344
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (952) 828-4000
4600 Forbes Blvd., Lanham, Maryland 20706
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(Former name or former address, if changed since last report)
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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.
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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
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Pamela K. Knous
Vice President and
Chief Financial Officer
(Authorized Officer of Registrant)
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EXHIBIT INDEX
16.1 Letter from Ernst & Young LLP to the Securities and Exchange Commission
dated February 21, 2000.
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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.
