<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-10745
A. Full title of the Plan and the address of the Plan. If
different from that of the issuer named below:
CALDOR, INC. PROFIT SHARING PLAN
B. Name of the issuer of the securities held pursuant to
the Plan and the address of its principal executive office:
The Caldor Corporation
20 Glover Avenue
Norwalk, Connecticut 06856-5620
(203) 846-1641
<PAGE> 2
CALDOR, INC. PROFIT SHARING PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1-2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits with Fund Information
as of December 31, 1997 and 1996 3-4
Statements of Changes in Net Assets Available for Benefits with Fund Information
For the Years Ended December 31, 1997 and 1996 5-6
Notes to Financial Statements 7-14
SUPPLEMENTAL SCHEDULES IN COMPLIANCE WITH THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974 AS OF AND FOR THE
YEAR ENDED DECEMBER 31, 1997:
Item 27(a) - Schedule of Assets Held for Investment Purposes 15
Item 27(d) - Schedule of Reportable Transactions - Aggregated by Issue 16
</TABLE>
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
Plan Administrator of
Caldor, Inc. Profit Sharing Plan
Norwalk, Connecticut
We have audited the accompanying statements of net assets available for benefits
of the Caldor, Inc. Profit Sharing Plan (the "Plan") as of December 31, 1997 and
1996, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1997 and 1996, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) assets held for investment purposes as of December 31, 1997 and (2)
reportable transactions for the year ended December 31, 1997, are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The information by fund in
the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for the purpose of
additional analysis of the basic financial statements rather than to present
information regarding the net assets available for benefits and changes in net
assets available for benefits of the individual funds. The supplemental
schedules and information by fund is the responsibility of the Plan's
management. Such supplemental
<PAGE> 4
schedules and information by fund have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
As discussed in Note 7 to the financial statements, the Plan sponsor, The Caldor
Corporation, filed for reorganization under Chapter 11 of the Federal Bankruptcy
Code on September 18, 1995.
DELOITTE & TOUCHE LLP
New York, New York
June 18, 1998
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<PAGE> 5
CALDOR, INC. PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------
EQUITY FIXED
INDEX INCOME BALANCED
FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
ASSETS:
Cash $ (182,811) $ 92,838 $ 686,957 $ 596,984
Investments (Notes 2 and 5) 18,970,472 4,685,205 6,222,845 29,878,522
Guaranteed group annuity contract -
at contract value (Notes 2 and 5) -- 12,659,710 -- 12,659,710
------------ ------------ ------------ ------------
Total investments 18,787,661 17,437,753 6,909,802 43,135,216
------------ ------------ ------------ ------------
Receivables:
Employee contributions 126,668 113,962 62,082 302,712
Employer contributions 268,858 207,324 134,778 610,960
Due from broker for investments sold 182,951 -- -- 182,951
------------ ------------ ------------ ------------
Total receivables 578,477 321,286 196,860 1,096,623
------------ ------------ ------------ ------------
Total assets 19,366,138 17,759,039 7,106,662 44,231,839
------------ ------------ ------------ ------------
LIABILITIES:
Administrative expenses payable 5,727 5,332 1,921 12,980
Due to broker for investments purchased -- 92,485 686,882 779,367
------------ ------------ ------------ ------------
Total liabilities 5,727 97,817 688,803 792,347
------------ ------------ ------------ ------------
NET INTERFUND TRANSFERS 2,785 (6,213) 3,428 --
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 19,363,196 $ 17,655,009 $ 6,421,287 $ 43,439,492
============ ============ ============ ============
</TABLE>
See notes to financial statements.
- 3 -
<PAGE> 6
CALDOR, INC. PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------
CALDOR
COMMON EQUITY FIXED
STOCK INDEX INCOME BALANCED
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash $ 49 $ 52,053 $ 100,732 $ 144,587 $ 297,421
Investments (Notes 2 and 5) 442,864 14,648,068 7,549,458 3,899,187 26,539,577
Guaranteed group annuity
contract - at contract
value (Notes 2 and 5) -- -- 11,894,442 -- 11,894,442
------------ ------------ ------------ ------------ ------------
Total investments 442,913 14,700,121 19,544,632 4,043,774 38,731,440
------------ ------------ ------------ ------------ ------------
Receivables:
Employee contributions 17,449 113,591 114,518 54,513 300,071
Employer contributions 28,811 260,074 249,263 126,921 665,069
Due from broker for
investments sold -- 1,248 -- -- 1,248
Accrued interest and
dividends -- 4,328 -- -- 4,328
------------ ------------ ------------ ------------ ------------
Total receivables 46,260 379,241 363,781 181,434 970,716
------------ ------------ ------------ ------------ ------------
Total assets 489,173 15,079,362 19,908,413 4,225,208 39,702,156
------------ ------------ ------------ ------------ ------------
LIABILITIES:
Administrative expenses
payable 481 9,143 12,030 2,406 24,060
Due to broker for investments
purchased -- 53,027 100,268 144,469 297,764
------------ ------------ ------------ ------------ ------------
Total liabilities 481 62,170 112,298 146,875 321,824
------------ ------------ ------------ ------------ ------------
NET INTERFUND
TRANSFERS (3,897) (323,260) 326,349 808 --
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 484,795 $ 14,693,932 $ 20,122,464 $ 4,079,141 $ 39,380,332
============ ============ ============ ============ ============
</TABLE>
See notes to financial statements
- 4 -
<PAGE> 7
CALDOR, INC. PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH
FUND INFORMATION
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------
CALDOR
COMMON EQUITY FIXED
STOCK INDEX INCOME BALANCED
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS, BEGINNING
OF YEAR $ 484,795 $ 14,693,932 $ 20,122,464 $ 4,079,141 $ 39,380,332
------------ ------------ ------------ ------------ ------------
ADDITIONS TO NET
ASSETS ATTRIBUTED TO:
Employer contributions -- 268,858 207,324 134,778 610,960
Employee contributions 137,347 1,633,513 1,549,906 800,071 4,120,837
Interest and dividend income 381 1,755 1,168,323 687,966 1,858,425
Net appreciation (depreciation)
in fair value of investments (227,630) 4,716,523 -- 485,748 4,974,641
------------ ------------ ------------ ------------ ------------
Total additions (89,902) 6,620,649 2,925,553 2,108,563 11,564,863
------------ ------------ ------------ ------------ ------------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Benefit payments to
participants 72,373 2,601,334 3,709,159 895,273 7,278,139
Administrative expenses 1,297 99,599 97,901 28,767 227,564
------------ ------------ ------------ ------------ ------------
Total deductions 73,670 2,700,933 3,807,060 924,040 7,505,703
------------ ------------ ------------ ------------ ------------
NET ADDITIONS
(DEDUCTIONS) PRIOR TO
INTERFUND TRANSFERS (163,572) 3,919,716 (881,507) 1,184,523 4,059,160
------------ ------------ ------------ ------------ ------------
NET INTERFUND TRANSFERS (321,223) 749,548 (1,585,948) 1,157,623 --
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS, END OF
YEAR $ -- $ 19,363,196 $ 17,655,009 $ 6,421,287 $ 43,439,492
============ ============ ============ ============ ============
</TABLE>
See notes to financial statements.
- 5 -
<PAGE> 8
CALDOR, INC. PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH
FUND INFORMATION
YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------------
CALDOR
COMMON EQUITY FIXED
STOCK INDEX INCOME BALANCED
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS, BEGINNING
OF YEAR $ 1,763,775 $13,398,581 $20,006,982 $ 2,973,278 $38,142,616
----------- ----------- ----------- ----------- -----------
ADDITIONS TO NET
ASSETS ATTRIBUTED TO:
Employer contributions 28,811 260,074 249,263 126,921 665,069
Employee contributions 337,138 1,592,520 1,791,739 766,053 4,487,450
Interest and dividend income 1,017 9,704 1,208,518 146,133 1,365,372
Net appreciation (depreciation)
in fair value of investments (604,770) 2,879,410 -- 371,679 2,646,319
----------- ----------- ----------- ----------- -----------
Total additions (237,804) 4,741,708 3,249,520 1,410,786 9,164,210
----------- ----------- ----------- ----------- -----------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Benefit payments to
participants 165,512 3,798,306 3,110,337 653,291 7,727,446
Administrative expenses 5,555 79,427 97,491 16,575 199,048
----------- ----------- ----------- ----------- -----------
Total deductions 171,067 3,877,733 3,207,828 669,866 7,926,494
----------- ----------- ----------- ----------- -----------
NET ADDITIONS
(DEDUCTIONS) PRIOR TO
INTERFUND TRANSFERS (408,871) 863,975 41,692 740,920 1,237,716
----------- ----------- ----------- ----------- -----------
NET INTERFUND TRANSFERS (870,109) 431,376 73,790 364,943 --
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS, END OF
YEAR $ 484,795 $14,693,932 $20,122,464 $ 4,079,141 $39,380,332
=========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
- 6 -
<PAGE> 9
CALDOR, INC. PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Caldor, Inc. Profit Sharing Plan (the
"Plan") for eligible employees of The Caldor Corporation (the "Employer"
or "Caldor") provides only general information. Participants should refer
to the Plan agreement, which is available from the Plan administrator, for
a more complete description of the Plan's provisions.
a. General - The Plan, established January 1, 1990, is a defined
contribution plan covering substantially all employees not covered
under a collective bargaining agreement who have completed one year
of service of at least 1,000 hours and are age 21 or older. The Plan
was amended, effective January 1, 1993, to allow for the investment
of contributions in common stock of The Caldor Corporation. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA")
b. Employee Contributions - Participating employees elect to contribute
on a before-tax and/or after-tax basis from 1% to 15% of their
compensation earned during any payroll period. Each participant may
contribute on a before-tax basis up to the limits established by law
($9,500 in 1997 and 1996). Rollover contributions consist of
transfers of new employees' balances from their previous employer's
benefit plans. Balances are allocated to the applicable funds in
accordance with the employees' investment elections.
c. Employer Contributions - The employer contribution, referred to as
the Company Matching Contribution, for a plan year is determined on
the basis of the Employer's attainment of earnings objectives during
the fiscal year ending on the Saturday closest to January 31
following such plan year. The Company Matching Contribution is not
to exceed the amount deductible for such plan year for income tax
purposes and may not exceed the limit established by law. The
employer contribution may be made without regard to current or
accumulated profits of the Employer.
d. Participants' Accounts - Each participant has a separate account for
before-tax contributions, after-tax contributions, pension rollover
contributions and Company Matching Contributions. Each participant's
account is credited with the participant's contribution and an
allocation of (a) the Employer's contribution and (b) Plan earnings,
and debited for participant's withdrawals and an allocation of
administrative expenses. Allocations are based on participant
earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
e. Vesting - Participants are immediately vested in their before-tax
contribution account, after-tax contribution account and rollover
contribution account plus actual earnings thereon.
-7-
<PAGE> 10
Vesting in their share of the Company Matching Contribution is based
on years of continuous service on the following basis:
<TABLE>
<CAPTION>
COMPLETED YEARS OF SERVICE PERCENTAGE VESTED
<S> <C>
Less than 3 0%
3 but less than 4 20
4 but less than 5 40
5 but less than 6 60
6 but less than 7 80
7 or more 100
</TABLE>
Notwithstanding the above, a participant is 100% vested when the
participant has attained age 55 with at least five years of service,
has attained normal retirement age, or upon death or permanent
disability.
f. Forfeitures - In the event that a participant terminates employment
and is less than 100% vested in all accounts, forfeitures of the
nonvested amount in the Company Matching Contribution account, along
with earnings on the forfeited amount, shall be used by the Employer
to reduce future contributions by the Employer. Employer
contributions were reduced by $11,584 and $69,423 in 1997 and 1996,
respectively, from forfeited nonvested amounts.
g. Payment of Benefits - Upon termination of employment for any reason,
a participant or designated beneficiary shall receive a single
lump-sum amount equal to the value of the participant's vested
interest in his or her account as soon as practicable. A participant
may elect to defer such distribution pursuant to plan provisions. A
participant who terminates employment as a result of retirement may
elect to receive a lump sum distribution or annual installments over
a period not to exceed 10 years.
h. Administrative - The Plan is administered by the Employer, which
appoints a committee to control and manage the operation and
administration of the Plan. The Employer also appoints an investment
committee which has the responsibility and authority to make
investment decisions for the Plan. The Plan's investments are held
by a bank-administered trust fund for which the First Union Bank is
the Trustee (the "Trustee"). The Trustee executes investment
decisions.
i. Administrative Expenses - Plan administrative expenses are paid for
primarily by the Plan.
j. Investments - A participant may elect to have contributions to
his/her participant account invested in one or a combination of the
following investment options, which, from time to time, a portion of
the funds may be invested in short term securities or maintained in
cash.
CALDOR COMMON STOCK FUND - This is a single security fund. Funds are
invested solely in The Caldor Corporation common stock. The Plan was
amended effective September 16, 1997 to disallow participants to
invest in the common stock of the Caldor Corporation.
EQUITY INDEX FUND - The contract for the Metropolitan Index Fund
indicates that funds are primarily invested in a diversified
portfolio of equity securities designed to maintain an investment
return that matches the performance of the Standard and Poor's
Fortune 500 Stocks.
FIXED INCOME FUND - Funds are invested in guaranteed group annuity
contracts issued by insurance companies and in the Merrill Lynch
Retirement Preservation Trust, whose assets are invested primarily
-8-
<PAGE> 11
in synthetic guaranteed investment contracts supported by
AAA/Aaa-rated assets, U.S. Government agency securities or demand
obligations.
BALANCED FUND - The prospectus for the Multi-Asset Fund indicates
that funds are invested in a broad mix of stocks, bonds, and cash,
which are well-diversified in each category.
PLAN AMENDMENTS - The Plan was amended effective September 16, 1997
to disallow participants to invest in the common stock of The Caldor
Corporation. Any accounts so invested as of that date were
transferred to the Fixed Income Fund, subject to reallocation by the
participant. Any Before-tax or After-tax contributions made
subsequent to that date will be allocated to the Fixed Income Fund,
subject to reallocation by the participant.
The Plan was amended on June 1, 1996 to allow the Company Matching
Contribution to be made in cash and to be invested among the
Investment Funds in accordance with the participant's investment
direction in effect at the time the contribution is made. Prior to
June 1, 1996, the Company Matching Contribution was made in cash or
in-kind. Under the terms of the Plan, in-kind contributions were
required to consist of the Caldor Corporation common stock, based on
the average closing share prices of the last five business days of
the month in which such Company Matching Contribution was made.
Similarly, under the terms of the Plan, where Company Matching
Contributions were made in cash, the Trustee was required to
purchase Caldor Corporation common stock.
Effective June 1, 1996, a participant may elect to reallocate the
value of his/her accounts attributable to Company Matching
Contributions among all the Investment Funds. Prior to June 1, 1996
all Company Matching Contributions made to the Plan on a
participant's behalf were invested exclusively in the Caldor Common
Stock Fund and were not eligible for reallocation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan have been
prepared on the accrual basis of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments in
Equity Index Fund and Balanced Fund stated at fair value, as determined by
the Plan's trustee based upon publicly stated price information.
Short-term investments are stated at cost, which approximates market. The
Fixed Income Fund, including the Merrill Lynch Retirement Preservation
Trust and Guaranteed group annuity contracts are valued at contract value,
(Note 5). The commingled separate account is valued daily by Metropolitan
Life Insurance Company. The Employer stock is valued at its quoted market
price.
Security transactions are accounted for as of their trade dates. Interest
income on investments is recorded when earned. Dividends are recorded on
the ex-dividend date.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
BENEFITS PAYABLE - Benefits payable to persons who have withdrawn from
participation, but were not paid as of December 31, 1997 and 1996 were
$3,104,372 and $2,921,833, respectively.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of additions and
deductions during the reported period. Actual results could differ from
reported results.
-9-
<PAGE> 12
3. PRIORITIES UNDER TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Employer has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA. In the
event of Plan termination, the account balance of each affected
participant shall be 100 percent vested and nonforfeitable.
4. TAX STATUS
The Plan is intended to be qualified under Section 401(a) of the Internal
Revenue Code of 1986 (the "Code") and is intended to be exempt from
taxation under Section 501(a) of the Code. The Plan received a favorable
IRS determination letter dated January 8, 1993. The Plan has been amended
since receiving the last determination letter. However, the Plan
Administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been included
in the Plan's financial statements.
-10-
<PAGE> 13
5. INVESTMENTS
The Plan's Trustee invests all employee and Company Matching Contributions
as well as earnings thereon, pursuant to the terms of the Plan. The
Trustee has custody of all assets in the funds. The following tables
represent the investments as of December 31, 1997 and 1996. Investments
that represent 5 percent or more of the Plan's net assets are separately
identified.
<TABLE>
<CAPTION>
CALDOR COMMON EQUITY INDEX
STOCK FUND FUND
-------------------------------------------- ---------------------------------------------
NO. FAIR NO. FAIR
SHARES COST VALUE SHARES COST VALUE
<S> <C> <C> <C> <C> <C> <C>
December 31, 1997
Cash -- $ -- $ -- -- $ (182,811) $ (182,811)
Money Market Portfolio -- -- -- 6,264 6,264 6,264
Guaranteed Group Annuity
Contract -- -- -- -- -- --
Index Fund Contract -- -- -- 55,020 9,844,082 18,964,208
Mutual Fund - Multi-Asset Fund -- -- -- -- -- --
Investments - Other -- -- -- -- -- --
Caldor Common Stock -- -- -- -- -- --
------------ ------------ ------------ ------------
Total $ -- $ -- $ 9,667,535 $ 18,787,661
============ ============ ============ ============
December 31, 1996
Cash $ 49 $ 49 $ 52,053 $ 52,053
Money Market Portfolio 1,593 1,593 1,593 6,755 6,755 6,755
Guaranteed Group Annuity
Contract -- -- -- -- -- --
Index Fund Contract -- -- -- 56,612 9,200,551 14,641,313
Mutual Fund - Multi-Asset Fund -- -- -- -- -- --
Investments - Other -- -- -- -- -- --
Caldor Common Stock 320,925 4,368,719 441,271 -- -- --
------------ ------------ ------------ ------------
Total $ 4,370,361 $ 442,913 $ 9,259,359 $ 14,700,121
============ ============ ============ ============
<CAPTION>
FIXED INCOME BALANCED
FUND FUND
-------------------------------------------- --------------------------------------------
NO. CONTRACT NO. FAIR
SHARES COST VALUE SHARES COST VALUE
<S> <C> <C> <C> <C> <C> <C>
December 31, 1997
Cash $ $ 92,838 $ 92,838 -- $ 686,957 $ 686,957
Money Market Portfolio 74,321 74,321 74,321 9,758 9,758 9,758
Guaranteed Group Annuity
Contract 12,659,710 12,659,710 12,659,710 -- -- --
Index Fund Contract -- -- -- -- -- --
Mutual Fund - Multi-Asset Fund -- -- -- 418,954 5,422,860 6,213,087
Investments - Other 4,610,884 4,610,884 4,610,884 -- -- --
Caldor Common Stock + -- -- -- -- --
------------ ------------ ------------ ------------
Total $ 17,437,753 $ 17,437,753 $ 6,119,575 $ 6,909,802
============ ============ ============ ============
December 31, 1996
Cash $ 100,732 $ 100,732 $ 144,587 $ 144,587
Money Market Portfolio 72,345 72,345 72,345 5,877 5,877 5,877
Guaranteed Group Annuity
Contract 11,894,442 11,894,442 11,894,442 -- -- --
Index Fund Contract -- -- -- -- -- --
Mutual Fund - Multi-Asset Fund -- -- -- 295,171 3,505,570 3,893,310
Investments - Other 7,477,113 7,477,113 7,477,113 -- -- --
Caldor Common Stock -- -- -- -- -- --
------------ ------------ ------------ ------------
Total $ 19,544,632 $ 19,544,632 $ 3,656,034 $ 4,043,774
============ ============ ============ ============
<CAPTION>
TOTAL
----------------------------
FAIR
COST VALUE
<S> <C> <C>
December 31, 1997
Cash $ 596,984 $ 596,984
Money Market Portfolio 90,343 90,343
Guaranteed Group Annuity
Contract 12,659,710 12,659,710
Index Fund Contract 9,844,082 18,964,208
Mutual Fund - Multi-Asset Fund 5,422,860 6,213,087
Investments - Other 4,610,884 4,610,884
Caldor Common Stock -- --
------------ ------------
Total $ 33,224,863 $ 43,135,216
============ ============
December 31, 1996
Cash $ 297,421 $ 297,421
Money Market Portfolio 86,570 86,570
Guaranteed Group Annuity
Contract 11,894,442 11,894,442
Index Fund Contract 9,200,551 14,641,313
Mutual Fund - Multi-Asset Fund 3,505,570 3,893,310
Investments - Other 7,477,113 7,477,113
Caldor Common Stock 4,368,719 441,271
------------ ------------
Total $ 36,830,386 $ 38,731,440
============ ============
</TABLE>
- 11 -
<PAGE> 14
INVESTMENT CONTRACTS WITH INSURANCE COMPANY - The Plan entered into a
guaranteed group annuity contract with Metropolitan Life Insurance Co.,
("MetLife"). Contract No. 12348 was entered into on March 4, 1991. MetLife
maintains the contributions in pooled accounts. The account is credited
with earnings on the underlying investments and charged for Plan
withdrawals and administrative expenses charged by MetLife. The contract
is included in the financial statements at contract value (which
represents contributions made under the contract, plus earnings, less
withdrawals and administrative expenses), because it is fully benefit
responsive. For example, participants may ordinarily direct the withdrawal
or transfer of all or a portion of their investment at contract value.
There are no adjustments against contract value for credit risk of the
contract issuer or otherwise. According to Metropolitan Life Insurance
Company, as of December 31, 1997 and 1996, contract value approximates
the fair value of the contract. The crediting interest rate is based on an
agreed-upon formula with the issuer, but cannot be less than zero. As of
December 31, 1997 and 1996, contracts were invested as follows:
<TABLE>
<CAPTION>
1997
-------------------------------------------------
CREDITING
CONTRACT FAIR AVERAGE INTEREST
FUND GUARANTEED GROUP ANNUITY CONTRACT VALUE VALUE YIELD RATE
<S> <C> <C> <C> <C>
Fixed Income Metropolitan Life Ins. Co. $ 12,659,710 $ 12,659,710 6.35% 6.37%
Fund Contract #12348 expiration
September 9, 1999
<CAPTION>
1996
-------------------------------------------------
CREDITING
CONTRACT FAIR AVERAGE INTEREST
FUND GUARANTEED GROUP ANNUITY CONTRACT VALUE VALUE YIELD RATE
<S> <C> <C> <C> <C>
Fixed Income Metropolitan Life Ins. Co. $ 11,894,442 $ 11,894,442 6.35% 6.38%
Fund Contract #12348 expiration
September 9, 1999
</TABLE>
INVESTMENT IN MERRILL LYNCH RETIREMENT PRESERVATION TRUST - The Plan has
an investment option in which participants may elect to invest in the
Merrill Lynch Retirement Preservation Trust (the "Trust") that invests in
guaranteed investment contracts, bank investment contracts, and synthetic
investment contracts. Plan assets invested in the Trust are recorded at
contract value (which represents contributions made under the contract,
plus earnings, less withdrawals and administrative expenses), because they
are fully benefit responsive. The average yield was approximately 6%
during both 1997 and 1996. The crediting interest rate was approximately
6% at December 31, 1997 and 1996. Generally, fair value of Plan assets
invested approximates contract value, which was approximately $4,610,884
and $7,477,113 at December 31, 1997 and 1996, respectively. According to
the Trustee, the fair value of the Trust's assets approximated contract
value at December 31, 1997 and 1996.
- 12 -
<PAGE> 15
6. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
The Plan's investments (including investments bought, sold and held during
the year) appreciated in value by $4,974,641 in 1997 and depreciated in
value by $2,646,319 in 1996, as follows:
<TABLE>
<CAPTION>
NET APPRECIATION (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS,
DECEMBER 31, 1997
---------------------------------------------------------
CALDOR
COMMON EQUITY
STOCK INDEX BALANCED TOTAL
FUND FUND FUND FUNDS
<S> <C> <C> <C> <C>
Net change in fair value of investments:
Common stock $ (227,630) $ -- $ -- $ (227,630)
Mutual fund -- -- 485,748 485,748
Guaranteed index fund -- 4,716,523 -- 4,716,523
----------- ----------- ----------- -----------
Net appreciation (depreciation) $ (227,630) $ 4,716,523 $ 485,748 $ 4,974,641
=========== =========== =========== ===========
<CAPTION>
NET APPRECIATION (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS,
DECEMBER 31, 1996
---------------------------------------------------------
CALDOR
COMMON EQUITY
STOCK INDEX BALANCED TOTAL
FUND FUND FUND FUNDS
<S> <C> <C> <C> <C>
Net change in fair value of investments:
Common stock $ (604,770) $ -- $ -- $ (604,770)
Mutual fund -- -- 371,679 371,679
Guaranteed index fund -- 2,879,410 -- 2,879,410
----------- ----------- ----------- -----------
Net appreciation (depreciation) $ (604,770) $ 2,879,410 $ 371,679 $ 2,646,319
=========== =========== =========== ===========
</TABLE>
7. PLAN SPONSOR CHAPTER 11 FILING
On September 18, 1995, the plan sponsor, The Caldor Corporation and
certain of its subsidiaries (collectively the "Debtors") filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. The
Debtors are presently operating their business as debtors-in-possession
subject to the jurisdiction of the U.S. Bankruptcy Court for the Southern
District of New York.
- 13 -
<PAGE> 16
8. DEPARTMENT OF LABOR ("DOL") INQUIRY
In March 1997, the DOL began a review of the Plan, including the
circumstances regarding the Plan Sponsor's match of employee
contributions to the Plan with the Plan Sponsor's stock in the period
prior to the Plan Sponsor's bankruptcy filing. The DOL has requested
various documents and discussions are proceeding. No prediction or
assurances can be given regarding the outcome of this review.
******
- 14 -
<PAGE> 17
CALDOR, INC. PROFIT SHARING PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
DESCRIPTION CURRENT
IDENTITY OF ISSUE OF INVESTMENT COST VALUE
<S> <C> <C> <C>
* First Union Cash $ 596,984 $ 596,984
EQUITY INDEX FUND:
* First Union Evergreen Money Market Portfolio;
6,264 units 6,264 6,264
Metropolitan Life Metropolitan Index Fund Contract,
Insurance Co. #013605; 55,020 units 9,844,082 18,964,208
FIXED INCOME FUND:
* First Union Evergreen Money Market Portfolio;
74,321 units 74,321 74,321
Merrill Lynch Merrill Lynch Retirement Preservation
Trust; 4,610,884 shares; $1.00 per share 4,610,884 4,610,884
Metropolitan Life Ins. Co. Guaranteed Group Annuity Contract,
#12348; 12,659,710 units; 6.37%;
matures 9/9/99 12,659,710 12,659,710
BALANCED FUND:
* First Union Evergreen Money Market Portfolio;
9,758 units 9,758 9,758
Mainstay Institutional Multi-Asset Fund, 418,954 shares;
Funds, Inc. $14.83 per share 5,422,860 6,213,087
------------ ------------
TOTAL $ 33,224,863 $ 43,135,216
============ ============
</TABLE>
Employer Identification Number: 06-10763206
Plan Number: 004
* Represents party-in-interest
- 15 -
<PAGE> 18
Employer Identification Number: 06-10763206
Plan Number: 004
CALDOR, INC. PROFIT SHARING PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g)
Description Expense
of Asset (Include Incurred
Identity of Rate and Maturity Purchase Sale Lease with Cost of
Party Involved In Case of Loan) Price Price Rental Transaction Asset
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
First Union Evergreen Money Market
Portfolio $13,490,520 $ -- $ -- $ -- $13,490,520
First Union Evergreen Money Market
Portfolio -- 13,486,746 -- -- 13,486,746
Metropolitan Life Metropolitan Index Fund
Insurance Co. Contract #013605 1,991,168 -- -- -- 1,991,168
Metropolitan Life Metropolitan Index Fund
Insurance Co. Contract #013605 -- 2,384,816 -- -- 1,347,639
Merrill Lynch Merrill Lynch Retirement
Preservation Trust 2,485,194 -- -- -- 2,485,194
Merrill Lynch Merrill Lynch Retirement
Preservation Trust -- 5,347,813 -- -- 5,347,813
Mainstay
Institutional Funds, Multi-Asset Fund 2,240,453 -- -- -- 2,240,453
Inc.
Mainstay
Institutional Funds, Multi-Asset Fund -- 406,423 -- -- 323,163
Inc.
<CAPTION>
(a) (h) (i)
Current Value
of Asset on
Identity of Transaction Net
Party Involved Date Gain (Loss)
<S> <C> <C>
SERIES OF TRANSACTIONS:
First Union
$13,490,520 $ --
First Union
13,486,746 --
Metropolitan Life
Insurance Co. 1,951,868 --
Metropolitan Life
Insurance Co. 2,330,721 1,037,177
Merrill Lynch
2,485,194 --
Merrill Lynch
5,347,813 --
Mainstay
Institutional Funds, 2,222,341 --
Inc.
Mainstay
Institutional Funds, 403,172 83,260
Inc.
</TABLE>
SINGLE TRANSACTIONS:
None
- 16 -
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CALDOR INC. PROFIT SHARING PLAN
Date: June 29, 1998 BY /s/ Dennis M. Lee
------------------
Dennis M. Lee
Executive Vice President
Human Resources
Plan Administrator
-17-
<PAGE> 20
EXHIBIT INDEX
- ------------------------------------------------------------------------------
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
23 Consent of Deloitte & Touche LLP
-18-
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-44996 of The Caldor Corporation (Debtor-In-Possession) on Form S-8 of our
report dated June 18, 1998 appearing in this Annual Report on Form 11-K of
Caldor, Inc. Profit Sharing Plan for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
New York, New York
June 26, 1998
