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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 1934
Date of Report (Date of earliest event reported): February 8, 1999
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Shoppers Food Warehouse Corp.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or other jurisdiction of incorporation)
333-32825 53-0231809
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(Commission File No.) (IRS Employer Identification No.)
4600 Forbes Blvd., Lanham, Maryland 20706
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(Address of principal executive offices) (Zip Code)
(301) 306-8600
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(Registrant's telephone number, including area code)
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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.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
16.1 Letter re: Change in Certifying Accountant
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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 hereunto duly authorized.
SHOPPERS FOOD WAREHOUSE CORP.
Date: February 12, 1999 By: /s/ JOHN C. BELKNAP
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JOHN C. BELKNAP
Executive Vice President
Secretary