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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 333-32825
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended:____________________________________________
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For Transition Period Ended:__________________________________
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: ___________________________
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PART I
REGISTRANT INFORMATION
Full name of registrant SFW HOLDING CORP.
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Former name if applicable
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3300 75TH AVENUE
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Address of principal executive office (Street and Number)
LANDOVER, MARYLAND 20785
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City, state and zip code
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
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[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) the accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
SFW Holding Corp. (the "Company") is the guarantor of notes
issued by Shoppers Food Warehouse Corp. in 1997. The Company
submitted a no-action letter, asking the Securities and
Exchange Commission (the "Commission") to exempt the Company
from making filings under the Securities Exchange Act of 1934
because it has no operations and its only asset is 100% of the
stock of Shoppers Food Warehouse Corp., which entity is
subject to filing requirements as the issuer of the notes.
After months of discussion, in mid-April, the Commission
verbally indicated that the no-action request would not be
granted. Because the Company was unsure whether it would be
required to file a Form 10-K until shortly before the the
filing deadline, the Company was unable to complete its filing
on Form 10-K for the period ended January 31, 1998. The
Company's parent, Dart Group Corporation, and its sole
subsidiary, Shoppers Food Warehouse Corp., each timely filed
its respective Form 10-K on May 1, 1998.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RONALD RICE (301) 226-1406
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(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[ ] Yes [X] No
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The Company did not file a report on Form 10-Q, to have been
dated as of November 1, 1997.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
SFW Holding Corp.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date May 4, 1998 By /s/ RICHARD B. STONE
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Richard B. Stone
Chief Executive Officer
