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 22, 1999
RANDALL'S FOOD MARKETS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Texas 333-35457 74-2134840
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
3663 Briarpark
Houston, Texas 77042
(Address of Principal Executive Office)
(713) 268-3500
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On February 22, 1999, Randall's Food Markets, Inc. (the "Company")
received an order of the U.S. District Court for the Northern District of
Texas issued in connection with a previously disclosed class action lawsuit
brought against the Company by former participants in the Management Security
Plan ("MSP") for employees of Cullum Companies, Inc. ("Cullum"). Cullum was
acquired by the Company in 1992. The MSP was terminated following the
acquisition of Cullum.
The District Court ruled that the Company had not demonstrated by a
preponderance of the evidence that the MSP was a "top-hat" plan during the
period the plan was being maintained by Cullum. A top-hat plan is a plan
which is unfunded and maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees. If the MSP had been considered a top-hat plan by the
District Court, the MSP would not have been subject to the vesting, benefit
accrual and fiduciary requirements of ERISA. The Court's preliminary ruling
did not address what, if any, monetary damages or other relief may be
available to the plaintiffs. The date for the trial on damages has not been
established.
In the Memorandum Opinion and Order, Judge John McBryde concluded
that Cullum and the Company at all times intended the MSP to be a top-hat
plan and operated on the good-faith belief that it so qualified. Judge
McBryde went on to say that at no time did Cullum or the Company or any of
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their officials act with an improper motive or with any design to cause its
employees to receive less than the benefits to which they were entitled under
law.
Since the District Court has not addressed the issue of damages,
the Company is unable to estimate any meaningful range of possible loss. It
is possible that the Company's results of operations or cash flows in a
particular quarterly or annual period or its financial position could be
materially affected by the outcome of the MSP litigation. The Company
intends to appeal any adverse determination.
Certain of the statements made in the Current Report on Form 8-K
are forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and subsequent events with
respect to the MSP litigation will impact the Company's assessment of the
importance of the District Court ruling and the impact the MSP case may have
on the Company's results of operations, financial condition or cash flows.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned, thereunto duly authorized.
RANDALL'S FOOD MARKETS, INC.
(Registrant)
Date: March 8, 1999 /S/ R. Randall Onstead, Jr.
R. Randall Onstead, Jr.,
Chairman and Chief Executive Officer
Date: March 8, 1999 /S/ Michael M. Calbert
Michael M. Calbert,
Senior Vice President and Chief Financial
Officer
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