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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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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SFW Holding 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)
333-32825-01 52-2014682
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(Commission File No.) (IRS Employer Identification No.)
3300 75th Avenue, Landover, Maryland 20785
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(Address of principal executive offices) (Zip Code)
(301) 226-1200
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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, SFW Holding Corp. ("SFW Holding"), 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
SFW Holding on February 8, 1999.
SFW Holding's 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 owns all the outstanding common stock of SFW
Holding, by Richfood Holdings, Inc. ("Richfood") and Richfood's desire to have
the same certifying accountant for Richfood and SFW Holding.
The reports of Arthur Andersen on the financial statements of SFW Holding 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 SFW Holding's two most recent
fiscal years and through February 8, 1999, 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 SFW Holding since May 2,
1998.
SFW Holding has authorized Arthur Andersen to respond fully to the inquiries of
SFW Holding's 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 18, 1999, is filed as
Exhibit 16.1 to this Current Report on Form 8-K/A.
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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.
SFW HOLDING CORP.
Date: February 18, 1999 By: /s/ JOHN C. BELKNAP
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John C. Belknap
Executive Vice President
and Chief Financial Officer