<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number 1-10590
VENTURE STORES, INC. PROFIT SHARING PLAN
(Full title of the plan and the address of the plan,
if different from that of the issuer named below)
VENTURE STORES, INC.
2001 EAST TERRA LANE
O'FALLON, MISSOURI 63366-0110
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
Page 1 of 16
Exhibit on Page 16
<PAGE> 2
VENTURE STORES, INC.
PROFIT SHARING PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH AUDITORS' REPORT
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Venture Stores, Inc. Profit Sharing Plan:
We have audited the accompanying statements of net assets available for
benefits of the Venture Stores, Inc. Profit Sharing Plan (the Plan) as of
December 31, 1997 and 1996, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1997. These
financial statements and the schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedules 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, the financial statements referred to above 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 year ended December 31, 1997, in conformity with generally
accepted accounting principles.
As discussed in Note 4 to the accompanying financial statements, on January
20, 1998, Venture Stores, Inc., the plan sponsor, filed for bankruptcy
protection under Chapter 11 of the U.S. Bankruptcy Code, and subsequently
announced that it would begin liquidation procedures. As a result, as of
June 1, 1998, the plan sponsor announced that it intends to terminate the
Plan. The accompanying financial statements and schedules have been prepared
assuming that the Plan will continue as a going concern. The accompanying
financial statements and schedules do not include any adjustments that might
result from the outcome of this termination.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions 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 Fund
Information in the statements of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of
each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
June 24, 1998
<PAGE> 4
<TABLE>
VENTURE STORES, INC.
--------------------
PROFIT SHARING PLAN
-------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
DECEMBER 31, 1997
-----------------
(Thousands, except per unit information)
<CAPTION>
Participant-Directed
-------------------------------------------------------------------------------
Interna-
Common Small tional Venture
Money Bond Stock Balanced Capitalization Stock Common
Market Index Index Fund Fund Fund Stock
------ ----- ------ -------- -------------- -------- -------
(Note 4)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Venture Stores, Inc.
Common Stock $ - $ - $ - $ - $ - $ - $ 497
Short-term investments 12,411 9 32 18 - 5 5
Chase Manhattan Bank Stock
and Futures Index Fund - - 19,986 - - - -
Barclays Global Investors
Bond Index Fund - 5,219 - - - - -
Brinson Partners United
States Balanced Fund - - - 2,113 - - -
Nicholas-Applegate Emerging
Growth Portfolio - - - - 2,703 - -
Lazard International
Equity Portfolio - - - - - 1,440 -
------- ------ ------- ------ ------ ------ -------
Total investments 12,411 5,228 20,018 2,131 2,703 1,445 502
Other assets-
Accrued interest and
dividends receivable 62 - 43 - - - -
Participants' contribution
receivable - - 7 (1) - (2) (4)
Interfund receivables
(payables) 46 (139) 234 (124) 225 (176) (22)
Cash - - 1 - - -
------- ------ ------- ------ ------ ------ -------
Total assets 12,519 5,089 20,303 2,006 2,928 1,267 476
------- ------ ------- ------ ------ ------ -------
LIABILITIES:
Benefits payable to
participants - - - - - - -
Amounts payable for
administrative expenses 15 7 21 3 4 3 6
Other liabilities - 9 32 - - 5 5
------- ------ ------- ------ ------ ------ -------
Total liabilities 15 16 53 3 4 8 11
------- ------ ------- ------ ------ ------ -------
NET ASSETS AVAILABLE FOR BENEFITS $12,504 $5,073 $20,250 $2,003 $2,924 $1,259 $ 465
======= ====== ======= ====== ====== ====== =======
NUMBER OF UNITS AT DECEMBER 31, 1997 7,503 2,522 4,879 1,193 1,506 879 10,478
======= ====== ======= ====== ====== ====== =======
VALUE PER UNIT AT DECEMBER 31, 1997 $ 1.67 $ 2.01 $ 4.15 $ 1.68 $ 1.94 $ 1.43 $ .04
======= ====== ======= ====== ====== ====== =======
<CAPTION>
Nonparticipant-
Directed
---------------
Venture
Common Distribution
Stock Account Total
------- ------------ -----
(Note 4)
<S> <C> <C> <C>
ASSETS:
Investments, at fair value-
Venture Stores, Inc.
Common Stock $ 434 $- $ 931
Short-term investments 5 954 13,439
Chase Manhattan Bank Stock
and Futures Index Fund - - 19,986
Barclays Global Investors
Bond Index Fund - - 5,219
Brinson Partners United
States Balanced Fund - - 2,113
Nicholas-Applegate Emerging
Growth Portfolio - - 2,703
Lazard International
Equity Portfolio - - 1,440
------ ---- -------
Total investments 439 954 45,831
Other assets-
Accrued interest and
dividends receivable - 3 108
Participants' contribution
receivable - - -
Interfund receivables
(payables) (20) (24) -
Cash - - 1
------ ---- -------
Total assets 419 933 45,940
------ ---- -------
LIABILITIES:
Benefits payable to
participants - 933 933
Amounts payable for
administrative expenses 5 - 64
Other liabilities 5 - 56
------ ---- -------
Total liabilities 10 933 1,053
------ ---- -------
NET ASSETS AVAILABLE FOR BENEFITS $ 409 $- $44,887
====== ==== =======
NUMBER OF UNITS AT DECEMBER 31, 1997 9,236
======
VALUE PER UNIT AT DECEMBER 31, 1997 $ .04
======
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE> 5
<TABLE>
VENTURE STORES, INC.
--------------------
PROFIT SHARING PLAN
-------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
DECEMBER 31, 1996
-----------------
(Thousands, except per unit information)
<CAPTION>
Participant-Directed
--------------------------------------------------------------------------------
Interna-
Common Small tional Venture
Money Bond Stock Balanced Capitalization Stock Common
Market Index Index Fund Fund Fund Stock
------ ----- ------ -------- -------------- -------- -------
(Note 4)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Venture Stores, Inc.
Common Stock $ - $ - $ - $ - $ - $ - $ 1,701
Short-term investments 14,705 12 36 9 15 6 14
Chase Manhattan Bank's Stock
and Futures Index Fund - - 18,232 - - - -
Chase Manhattan Bank's Bond
Index Fund - 6,048 - - - - -
Brinson Partners United
States Balanced Fund - - - 1,622 - - -
Nicholas-Applegate Emerging
Growth Portfolio - - - - 2,953 - -
Lazard International Equity
Portfolio - - - - - 1,457 -
------- ------ ------- ------ ------ ------ -------
Total investments 14,705 6,060 18,268 1,631 2,968 1,463 1,715
Other assets-
Accrued interest and
dividends receivable 68 37 36 - - - -
Participants' contribution
receivable 11 (2) (2) - 1 (1) (5)
Interfund receivables
(payables) 457 (148) (200) 45 46 (154) (27)
Cash - 131 1 12 - - -
------- ------ ------- ------ ------ ------ -------
Total assets 15,241 6,078 18,103 1,688 3,015 1,308 1,683
------- ------ ------- ------ ------ ------ -------
LIABILITIES:
Benefits payable to
participants - - - - - - -
Payable to Venture Stores, Inc. - - - - - - -
Amounts payable for
administrative expenses 13 6 17 2 3 2 7
------- ------ ------- ------ ------ ------ -------
Total liabilities 13 6 17 2 3 2 7
------- ------ ------- ------ ------ ------ -------
NET ASSETS AVAILABLE FOR BENEFITS $15,228 $6,072 $18,086 $1,686 $3,012 $1,306 $ 1,676
======= ====== ======= ====== ====== ====== =======
NUMBER OF UNITS AT DECEMBER 31, 1996 9,788 3,268 5,828 1,159 1,724 1,006 10,468
======= ====== ======= ====== ====== ====== =======
VALUE PER UNIT AT DECEMBER 31, 1996 $ 1.56 $ 1.86 $ 3.10 $ 1.45 $ 1.75 $ 1.30 $ .16
======= ====== ======= ====== ====== ====== =======
<CAPTION>
Nonparticipant-
Directed
--------------
Venture
Common Distribution
Stock Account Total
------- ------------ -----
(Note 4)
<S> <C> <C> <C>
ASSETS:
Investments, at fair value-
Venture Stores, Inc.
Common Stock $ 1,707 $- $ 3,408
Short-term investments 14 678 15,489
Chase Manhattan Bank's Stock
and Futures Index Fund - - 18,232
Chase Manhattan Bank's Bond
Index Fund - - 6,048
Brinson Partners United
States Balanced Fund - - 1,622
Nicholas-Applegate Emerging
Growth Portfolio - - 2,953
Lazard International Equity
Portfolio - - 1,457
------- ---- -------
Total investments 1,721 678 49,209
Other assets-
Accrued interest and
dividends receivable - 2 143
Participants' contribution
receivable - - 2
Interfund receivables
(payables) 10 (29) -
Cash - - 144
------- ---- -------
Total assets 1,731 651 49,498
------- ---- -------
LIABILITIES:
Benefits payable to
participants - 546 546
Payable to Venture Stores, Inc. - 105 105
Amounts payable for
administrative expenses 7 - 57
------- ---- -------
Total liabilities 7 651 708
------- ---- -------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,724 $- $48,790
======= ==== =======
NUMBER OF UNITS AT DECEMBER 31, 1996 10,765
=======
VALUE PER UNIT AT DECEMBER 31, 1996 $ .16
=======
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE> 6
<TABLE>
VENTURE STORES, INC.
--------------------
PROFIT SHARING PLAN
-------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
(Thousands)
<CAPTION>
Participant-Directed
-------------------------------------------------------------------------------
Interna-
Common Small tional Venture
Money Bond Stock Balanced Capitalization Stock Common
Market Index Index Fund Fund Fund Stock
------ ----- ------ -------- -------------- -------- -------
(Note 4)
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Dividend income $ - $ - $ 372 $ - $ - $ 44 $ -
Interest income 765 137 12 99 2 1 1
Participant contributions 840 231 875 188 349 152 483
Net appreciation (depreciation)
in the fair value of
investments - 359 5,082 108 335 108 (1,242)
Participant interfund transfers 59 (578) 76 283 226 76 (125)
------- ------ ------- ------ ------ ------ -------
Total additions 1,664 149 6,417 678 912 381 (883)
------- ------ ------- ------ ------ ------ -------
DEDUCTIONS:
Participant termination and
withdrawal payments 4,319 1,105 4,167 335 984 418 289
Administrative expenses 69 43 86 26 16 10 39
------- ------ ------- ------ ------ ------ -------
Total deductions 4,388 1,148 4,253 361 1,000 428 328
------- ------ ------- ------ ------ ------ -------
NET INCREASE (DECREASE) (2,724) (999) 2,164 317 (88) (47) (1,211)
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1996 15,228 6,072 18,086 1,686 3,012 1,306 1,676
------- ------ ------- ------ ------ ------ -------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1997 $12,504 $5,073 $20,250 $2,003 $2,924 $1,259 $ 465
======= ====== ======= ====== ====== ====== =======
<CAPTION>
Nonparticipant-
Directed
--------------
Venture
Common
Stock Total
------- -----
(Note 4)
<S> <C> <C>
ADDITIONS:
Dividend income $ - $ 416
Interest income - 1,017
Participant contributions - 3,118
Net appreciation (depreciation)
in the fair value of
investments (1,066) 3,684
Participant interfund transfers (17) -
------- -------
Total additions (1,083) 8,235
------- -------
DEDUCTIONS:
Participant termination and
withdrawal payments 198 11,815
Administrative expenses 34 323
------- -------
Total deductions 232 12,138
------- -------
NET INCREASE (DECREASE) (1,315) (3,903)
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1996 1,724 48,790
------- -------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1997 $ 409 $44,887
======= =======
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE> 7
VENTURE STORES, INC.
--------------------
PROFIT SHARING PLAN
-------------------
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
DECEMBER 31, 1997 AND 1996
--------------------------
(Thousands, except for participant and share information)
1. PLAN DESCRIPTION:
-----------------
The following description of the Venture Stores, Inc. Profit Sharing Plan
(the Plan) is provided for general information purposes only. More complete
information regarding the Plan's provisions may be found in the plan
document.
General
- -------
The Plan is a defined contribution plan established by Venture Stores, Inc.
(Venture) under the provisions of Section 401(a) of the Internal Revenue Code
(IRC), which includes a qualified deferred arrangement as described in
Section 401(k) of the IRC, for the benefit of eligible Venture employees.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended. Associates are eligible to
participate in the Plan upon reaching age 21 and completing one year of
regular service consisting of at least one thousand hours.
The Plan is administered by the Retirement Committee consisting of management
personnel appointed by Venture's Board of Directors. An Administrative
Subcommittee has the general responsibility for administration of the Plan,
and an Investment Subcommittee establishes and monitors investment policies
and activities.
The Plan's trustee, The Bank of New York (the Trustee), is responsible for
the management and control of the Plan's assets and has certain discretionary
authority and control over such assets.
The Plan was established January 1, 1990. Prior to 1990, Venture associates
participated in The May Department Stores Company Profit Sharing Plan (the
May Plan). During 1990, all of the assets, liabilities and net assets which
were held in the accounts of Venture associates in the May Plan were
transferred to the Plan. Venture was a wholly owned subsidiary of The May
Department Stores Company (May) prior to the distribution of substantially
all of Venture's outstanding shares of common stock to May's common
shareowners on November 3, 1990 (the Spin-off).
Contributions
- -------------
Eligible employees can contribute an amount up to 15%, but not less than 1%
(decreased from 2% effective January 1, 1996) of compensation as defined by
the Plan, limited by requirements of the IRC. Contributions may be made
prior to federal and certain other income taxes pursuant to Section 401(k) of
the IRC. The Plan also permits after-tax contributions.
Effective January 1, 1996, the Retirement Committee amended the Plan such
that the employer contribution will be a variable and discretionary matching
rate between 0% and 100% (formerly between 25% and 75%) of participants'
basic contributions up to 5% of compensation. Venture's matching rate was 0%
in both 1996 and 1997.
<PAGE> 8
- 2 -
Vesting
- -------
Participants are fully vested in their contributions and the earnings
thereon. Vesting in employer matching contributions is based on years of
vesting service. Vesting service is years of participation in the Plan and
the May Plan (while Venture was owned by May) plus any calendar year in which
a participant was credited with one thousand hours before joining the Plan.
A participant vests according to the following schedule:
<TABLE>
<CAPTION>
Percentage
Years of Vesting Service 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 years or more 100%
Death, disability or retirement 100%
</TABLE>
Forfeitures of nonvested amounts are used to reduce future company matching
contributions.
Investment Options
- ------------------
Participants' accounts are invested in the following investment funds:
Money Market Fund - This fund invests in short-term (less than one
-----------------
year) obligations of high-quality issuers including banks,
corporations, municipalities, the U.S. Treasury and other federal
agencies.
Bond Index Fund - This fund invests in U.S. Government, federal agency
---------------
and corporate securities similar to those that make up the Salomon
Brothers Broad Investment Grade Bond Index. This index represents the
overall performance of debt securities that have maturities of one to
30 years, averaging nine years. In previous years, the fund manager
was UBS Asset Management. During the 1997 plan year, the funds were
transferred and are now administered by Barclays Global Investors. The
characteristics of this fund are similar to that of the previous fund.
Common Stock Index Fund - This fund invests in common stock of the
-----------------------
corporations that make up the Standard & Poor's 500 Stock Index and
related futures. This index represents the composite performance of
the 500 major stocks in the United States. Investment mix is based on
the relative market capitalization (number of shares outstanding times
the share price) of the 500 corporations, with larger corporations
making up a higher proportion of the fund than smaller corporations.
Balanced Fund - This fund invests in Brinson Partners United States
-------------
Balanced Fund, which invests in a diversified portfolio of stocks and
bonds of U.S. companies. The average allocation of investments in the
fund is 67% in stocks, 28% in bonds and 5% in cash equivalents.
Small Capitalization Fund - This fund invests in the Nicholas-Applegate
-------------------------
Emerging Growth Portfolio, which invests in companies with less than
$500 million in market capitalization.
International Stock Fund - This fund invests in the Lazard
------------------------
International Equity Portfolio, which invests primarily in the equity
securities of non-United States companies.
Venture Common Stock Fund - This fund invests in the common stock of
-------------------------
Venture. Effective March 1, 1998, the Venture Common Stock Fund is no
longer an investment option in the Plan. Any participant contributions
on or after that date that are directed to the Venture Common Stock
Fund will automatically be redirected to the Money Market Fund.
<PAGE> 9
- 3 -
Participant Interfund Transfers
- -------------------------------
Participants may transfer monies between participant-directed funds
throughout the year. To the extent a participant elects to transfer money in
a participant-directed fund that was formerly considered an employer match
under the May Plan to the Venture Common Stock Fund, the monies will be
transferred into the nonparticipant-directed Venture Common Stock Fund, and
the monies are no longer considered to be participant directed. Monies in
the Venture Common Stock Fund - nonparticipant-directed which represents
company matching contributions cannot be transferred to other funds until the
participant reaches the age of 55.
Benefits
- --------
Amounts in a participant's account and the vested portion of a participant's
company account (representing employer's contributions) are distributed upon
retirement, death, disability or other termination of employment. If the
value of the participant's account is $3,500 or less, payment is a lump-sum
distribution. If the value of the participant's account is more than $3,500,
the participant can choose a lump-sum distribution or leave the account in
the Plan until age 65. Accounts left in the Plan are valued monthly until
distribution.
Distributions from the Venture Common Stock Fund are made in shares of
Venture common stock if the distribution equals or exceeds 100 shares, or for
a distribution less than 100 shares, if the participant elects. All other
distributions, including fractional shares of Venture common stock, are paid
in cash.
The payable to Venture Stores, Inc. represents amounts due to Venture for
reimbursement of taxes paid by Venture in connection with benefit payments.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Definition of the Plan Year
- ---------------------------
The plan year is a calendar year ending December 31.
Basis of Accounting
- -------------------
The accompanying financial statements are prepared on the accrual basis of
accounting.
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 to and deductions from net assets available
for benefits during the reporting period. Actual results could differ from
those estimates.
Investment Valuation
- --------------------
The Plan's investments are stated at fair value. Securities traded in public
markets are valued at their quoted market prices. Purchases and sales of
investments are reflected on a trade-date basis. The difference between cost
and market value from one period to the next is recognized as net
appreciation (depreciation) in fair value of investments in the accompanying
statement of changes in net assets available for benefits.
<PAGE> 10
- 4 -
Monthly Valuation of the Trust
- ------------------------------
The unit value of each investment fund is determined by dividing the market
value of each investment fund by the total number of participant units
outstanding at month-end in each investment fund. As of each succeeding
monthly valuation date, the unit value of each fund is determined and account
balances in each fund are adjusted as follows:
(a) All payments made from an account are valued based on the unit
value as of the end of the month in which the request is
received.
(b) With respect to any dollar amount contributed during the month,
an equivalent number of additional units are credited to the
appropriate participant accounts in such investment fund(s) based
on the unit value(s) as of the end of the month in which the
contribution was made.
(c) In the event that a participant's employment is terminated and a
portion of such participant's company account has been forfeited,
the forfeited units shall be applied to reduce the amount of
company contributions with respect to the plan year in which they
arise.
Administrative Expenses
- -----------------------
Salaries and related benefits of associates who administer the Plan are
provided by Venture. All other administrative expenses are paid by the Plan
and are allocated to the investment funds based upon each fund's percentage
of the Plan's total investments. These expenses primarily include investment
management and trustee fees.
Accounting and Reporting
- ------------------------
Practice Bulletin 12 clarifies the AICPA Audit and Accounting Guide, Audits
------
of Employee Benefit Plans, with regard to reporting requirements of defined
- -------------------------
contribution pension plans. The significant requirement is separate
disclosure of participant-directed and nonparticipant-directed portions
within an investment fund option. Nonparticipant-directed portions include
Venture matching contributions.
At December 31, 1997 and 1996, the nonparticipant-directed Venture Common
Stock Fund includes approximately $55 and $232 of investments that are due to
participants over the age of 55. These amounts can be transferred to other
funds at the discretion of the participants.
3. TAX STATUS:
----------
The Plan has received a favorable determination letter dated February 18,
1997, from the Internal Revenue Service. The Plan has been amended since
receiving the determination letter. However, the plan administrator and the
Plan's counsel believe that the Plan is currently designed and being operated
in compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related trust was
tax-exempt as of the financial statement date.
4. SUBSEQUENT EVENT:
-----------------
On January 20, 1998, Venture filed for bankruptcy under Chapter 11,
Reorganization. Later, on April 27, 1998, Venture announced that it would
begin liquidation procedures. As a result of the Chapter 11 filing,
Venture's stock was delisted from the New York Stock Exchange. Based on the
May 31, 1998, Trustee statements, the fair value of the Venture common stock
included in both the participant-directed and nonparticipant-directed Venture
Common Stock Funds is $10 (this equates to approximately $.025 per share of
Venture common stock).
<PAGE> 11
- 5 -
Also, subsequent to year-end, Venture filed an amendment to the Plan,
effective January 1, 1998, to allow all participant accounts to be fully
vested and nonforfeitable as of that date. As of June 1, 1998, Venture has
indicated that there is an intent to terminate the Plan. According to the
rights under the Plan, Venture can do so at any time. In the event of plan
termination, all accounts shall be revalued as if the termination date were a
valuation date, and such accounts shall be distributed to members after
payment of administrative expenses. As of June 1, 1998, the termination date
has not been determined.
5. RECONCILIATION TO FORM 5500:
----------------------------
For the year ended December 31, 1997, the Plan had approximately $1,701 of
pending distributions to participants who elected either a withdrawal or
final payment of their benefits from the Plan. These amounts are recorded as
a liability in the Plan's Form 5500; however, these amounts are not recorded
as a liability in accordance with generally accepted accounting principles.
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as filed by Venture for the year ended
December 31, 1997:
<TABLE>
<CAPTION>
Participant
Termination
Benefits and Net Assets
Payable to Withdrawal Available for
Participants Payments Benefits
------------ ----------- -------------
<S> <C> <C> <C>
Per financial statements $ 933<F1> $ 11,815 $ 44,887
Accrued benefit payments - December 31, 1997 1,701 1,701 (1,701)
Accrued benefit payments - December 31, 1996 - (2,498) -
------- -------- --------
Per Form 5500 $ 2,634 $ 11,018 $ 43,186
======= ======== ========
<FN>
<F1>Represents checks outstanding as of December 31, 1997.
</TABLE>
<PAGE> 12
<TABLE>
SCHEDULE I
VENTURE STORES, INC.
--------------------
PROFIT SHARING PLAN
-------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1997
-----------------
(Thousands, except for number of shares and principal amount)
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
----------- -------- --------
<S> <C> <C> <C>
Venture Common Stock Fund
- -------------------------
<F*>Venture Stores, Inc. Common Stock 1,064,399 $ 15,152 $ 931
<F*>Short-Term Investment Fund-Master Notes-nondiscretionary $ 10,337 10 10
-------- --------
Venture Common Stock Fund Total $ 15,162 $ 941
======== ========
Money Market Fund
- -----------------
<F*>Short-Term Investment Fund-Master Notes-discretionary $12,410,546 $ 12,411 $ 12,411
======== ========
Bond Index Fund
- ---------------
Barclay's Global Investors U.S. Debt Index Fund 339,525 $ 4,817 $ 5,219
Barclay's Money Market Fund $ 92 - -
<F*>Short-Term Investment Fund-Master Notes-nondiscretionary $ 8,750 9 9
-------- --------
Bond Index Fund Total $ 4,826 $ 5,228
======== ========
Common Stock Index Fund
- -----------------------
Chase Manhattan Bank's Stock and Futures Index Fund 42,428 $ 10,611 $ 19,986
<F*>Short-Term Investment Fund-Master Notes-nondiscretionary $ 32,150 32 32
-------- --------
Common Stock Index Fund Total $ 10,643 $ 20,018
======== ========
Balanced Fund
- -------------
Brinson Partners United States Balanced Fund 9,625 $ 1,767 $ 2,113
<F*>Short-Term Investment Fund-Master Notes-nondiscretionary $ 18,112 18 18
-------- --------
$ 1,785 $ 2,131
======== ========
<FN>
<F*>Represents a party-in-interest for the year ended December 31, 1997.
<CAPTION>
(Continued on the following page)
<PAGE> 13
SCHEDULE I
Continued
Number of
Shares or
Principal Fair
Amount Cost Value
----------- -------- --------
<S> <C> <C> <C>
Small Capitalization Fund
- -------------------------
Nicholas-Applegate Emerging Growth Portfolio 214,383 $ 2,729 $ 2,703
======== ========
International Stock Fund
- ------------------------
Lazard International Equity Portfolio 103,071 $ 1,366 $ 1,440
<F*>Short-Term Investment Fund-Master Notes-nondiscretionary $ 4,982 5 5
-------- --------
$ 1,371 $ 1,445
======== ========
Distribution Account
- --------------------
<F*>Short-Term Investment Fund-Master Notes-nondiscretionary $ 954,106 $ 954 $ 954
======== ========
Total investments at December 31, 1997 $ 49,881 $ 45,831
======== ========
<FN>
<F*>Represents a party-in-interest for the year ended December 31, 1997.
The accompanying notes are an integral part of this schedule.
</TABLE>
<PAGE> 14
<TABLE>
SCHEDULE II
VENTURE STORES, INC.
--------------------
PROFIT SHARING PLAN
-------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS <Fa>
---------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
(Thousands, except for number of transactions)
<CAPTION>
Purchases Sales
---------------- -----------------------------------------
No. of No. of Sales Gain/
Trans. Cost Trans. Cost Price (Loss)
------ -------- ------ -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Chase Manhattan Bank Stock and Futures Index
Fund 35 $ 1,384 24 $ 2,755 $ 4,711 $1,956
Chase Manhattan Bank Bond Index Fund 4 136 12 6,224 6,109 (115)
Barclay's Global Investor U.S. Debt Index Fund 17 5,732 17 914 946 32
<F*>Short-Term Investment Fund-Master
Notes-discretionary (managed by The Bank of
New York) 42 3,052 36 5,347 5,347 -
<F*>Short-Term Investment Fund-Master
Notes-nondiscretionary (managed by The
Bank of New York) 332 27,469 470 27,224 27,224 -
<FN>
<Fa> Represents transactions or a series of transactions in excess of 5% of
the fair value of plan assets at the beginning of the year.
<F*>Represents a party-in-interest for the year ended December 31, 1997.
The accompanying notes are an integral part of this schedule.
</TABLE>
<PAGE> 15
SIGNATURES
The Plan. 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.
Venture Stores, Inc. Profit Sharing Plan
Date: June 24, 1998 By: /s/ Rebecca J. Dunn
---------------------------------------
Rebecca J. Dunn
VP-Human Resources
<PAGE> 1
EXHIBIT
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K for the year ended December 31, 1997,
into the Company's previously filed Registration Statement on Form S-8 (No.
33-37624).
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
June 24, 1998
