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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
SFW Holding Corp.
(Exact name of registrant as specified in its charter)
Delaware 333-32825 52-2014682
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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
3300 75th Ave. Landover, Maryland 20785
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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, SFW Holding Corp. ("SFW"), 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 SFW on February 21, 2000. SFW's
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 SFW, by
SUPERVALU INC. and SUPERVALU INC.'S desire to have the same certifying
accountant for SUPERVALU INC.and SFW.
The report of Ernst & Young on the financial statements of SFW 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 SFW's 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 SFW 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. SFW has authorized Ernst
& Young to respond fully to the inquiries of SFW's successor accountants.
SFW has not, during SFW's 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 SFW's financial statements, and neither a written report
was provided to SFW or oral advice was provided that KPMG concluded was an
important factor considered by SFW 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.
SFW 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
SFW Holding 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 SFW
Holding 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
SFW Holding Corp.
