<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

  X     Quarterly report pursuant to Section 13 or 15 (d) of the Securities
        Exchange Act of 1934
-----

                   For the quarterly period ended May 3, 1997

                                      OR


         Transition report pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934
-----

                For the transition period from ______ to _______


                         Commission file number 1-10745


                            THE CALDOR CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                        06-1282044
(State or Other Jurisdiction of               (IRS Employer Identification No.)
 Incorporation or Organization)



    20 GLOVER AVENUE, NORWALK, CT                             06856-5620
(Address of Principal Executive Offices)                      (Zip Code)


                                 (203) 846-1641
              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                                            


YES  [ X ]                 NO  [   ]


The number of shares of common stock outstanding as of May 31, 1997 was
16,902,839.
<PAGE>   2
                   THE CALDOR CORPORATION AND SUBSIDIARIES
                                Table of Contents


                   PART I - FINANCIAL INFORMATION
                                                                     Page
                                                                     ----
ITEM 1 : CONSOLIDATED FINANCIAL STATEMENTS


         Independent Accountants' Review Report                        3

         Consolidated Statements of Operations for the Thirteen
         Weeks Ended May 3, 1997 AND May 4, 1996                       5

         Consolidated Balance Sheets as of May 3, 1997                 
         and February 1, 1997                                          6

         Consolidated Statement of Shareholders' Deficit               7

         Consolidated Statements of Cash Flows for the Thirteen       
         Weeks Ended May 3, 1997 and May 4, 1996                       8

         Notes to Consolidated Financial Statements                   10



ITEM 2 : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS                          15



                           PART II - OTHER INFORMATION

ITEM 6 : EXHIBITS AND REPORTS ON FORM 8-K                             19


                                       2
<PAGE>   3
INDEPENDENT ACCOUNTANTS' REVIEW REPORT


Board of Directors and Stockholders of
The Caldor Corporation
Norwalk, Connecticut


We have reviewed the accompanying consolidated balance sheet of The Caldor
Corporation (Debtor-in-Possession) and subsidiaries (the "Company") as of May 3,
1997 and the related consolidated statements of operations for the thirteen week
periods ended May 3, 1997 and May 4, 1996, stockholders' deficit for the
thirteen week period ended May 3, 1997, and cash flows for the thirteen week
periods ended May 3, 1997 and May 4, 1996. These financial statements are the
responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.

As discussed in Notes 1 and 2 to the consolidated financial statements, the
Company and certain of its subsidiaries filed for reorganization under Chapter
11 of the United States Bankruptcy Code in September 1995. The accompanying
consolidated financial statements do not purport to reflect or provide for the
consequences of the bankruptcy proceedings. In particular, such consolidated
financial statements do not purport to show (a) as to assets, their realizable
value on a liquidation basis or their availability to satisfy liabilities; (b)
as to pre-petition liabilities, the amounts that may be allowed for claims or
contingencies, or the status and priority thereof; (c) as to stockholder
accounts, the effect of any changes that may be made in the capitalization of
the Company; (d) as to operations, the effect of any changes that may be made
in its business. The eventual outcome of these matters is not presently
determinable.                                                                  

                                       3
<PAGE>   4
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements [and Note 1 to the annual financial statements
for the year ended February 1, 1997 (not presented herein)], the bankruptcy
filing and related circumstances and the losses from operations raise
substantial doubt about its ability to continue as a going concern. The
continuation of its business as a going concern is contingent upon, among other
things, future profitable operations, the ability to generate sufficient cash
from operations and financing sources to meet obligations, and the development
and confirmation of a plan of reorganization. Management's plans concerning
these matters are also discussed in the notes to the respective financial
statements. The consolidated financial statements do not include any adjustments
that might result from the outcome of the uncertainties referred to herein and
in the preceding paragraph.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Caldor Corporation
(Debtor-in-Possession) and subsidiaries as of February 1, 1997, and the related
consolidated statements of operations, changes in stockholders' equity
(deficit), and cash flows for the year then ended; and in our report dated April
18, 1997 (May 2, 1997 as to Note 5), we expressed an unqualified opinion on
those consolidated financial statements and included explanatory paragraphs
related to (a) the Company's filing for reorganization under Chapter 11 of the
Federal Bankruptcy Code and (b) the Company's 1996 loss from operations which
raises substantial doubt about the Company's ability to continue as a going
concern. The consolidated statements of operations and cash flows for the year
ended February 1, 1997 are not presented herein. In our opinion, the information
set forth in the accompanying consolidated balance sheet as of February 1, 1997
and related consolidated statement of stockholders' equity/(deficit) for the
year then ended is fairly stated, in all material respects, in relation to the
consolidated financial statements from which it has been derived.

DELOITTE & TOUCHE LLP



New York, New York
June 6, 1997

                                       4
<PAGE>   5
                          PART I - FINANCIAL INFORMATION


      ITEM 1:  Consolidated Financial Statements


                     THE CALDOR CORPORATION AND SUBSIDIARIES

                      Consolidated Statements of Operations
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                 For the 13 Weeks Ended:
                                                 -----------------------
                                                May 3, 1997    May 4, 1996
                                                -----------    -----------
<S>                                              <C>            <C>
Net sales                                        $ 525,635      $ 568,560

Cost of merchandise sold                           385,197        423,505

Selling, general and administrative expenses       160,088        171,179

Interest expense, net                               10,391          8,396
                                                 ---------      ---------
Loss  before reorganization items                  (30,041)       (34,520)

Reorganization items (Note 5)                        6,274          8,761
                                                 ---------      ---------
Net loss                                         $ (36,315)     $ (43,281)
                                                 =========      =========


Net loss per share                               $   (2.14)     $   (2.57)
                                                 =========      =========
Weighted average common and common
  equivalent shares used in computing per
  share amounts                                     16,936         16,857
                                                 =========      =========
</TABLE>


                 See notes to consolidated financial statements.

                                        5
<PAGE>   6
                   THE CALDOR CORPORATION AND SUBSIDIARIES

                           Consolidated Balance Sheets
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                        May 3, 1997     February 1, 1997
                                                        -----------     ----------------
<S>                                                     <C>              <C>
                                                        (Unaudited)
ASSETS                                                 
Current  assets:
    Cash  and  cash  equivalents                        $    35,526      $    27,477
    Restricted cash (Note 3)                                  7,764            5,254
    Accounts  receivable                                     14,099           12,216
    Merchandise  inventories                                507,068          450,499
    Assets held for disposal, net                               --             8,177
    Refundable income taxes                                  13,402           13,040
    Prepaid  expenses  and  other  current  assets           18,866           17,422
                                                        -----------      -----------
          Total  current  assets                            596,725          534,085
                                                        -----------      -----------

Property  and  equipment, net                               410,191          420,598
Property under capital leases, net                           86,079           87,473
Debt  issuance  costs                                         1,515            2,516
Other  assets                                                 5,535            5,851

                                                        -----------      -----------
                                                        $ 1,100,045      $ 1,050,523
                                                        ===========      ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current  liabilities:
    Accounts  payable                                   $   177,869      $   152,151
    Accrued  expenses                                        46,894           62,787
    Other  accrued  liabilities                              58,120           64,478
    Current  maturities  of  long-term  debt                    550              550
    Borrowings under DIP Facility                           235,290          152,000
                                                        -----------      -----------
          Total  current  liabilities                       518,723          431,966
                                                        -----------      -----------
Long- term debt                                              18,314           18,463
Other  long-term  liabilities                                29,482           28,322
Liabilities subject to compromise (Note 4)                  717,965          719,980

Stockholders' deficit:

    Preferred stock, par value $.01-
          authorized, 10,000,000 shares;
          issued and outstanding, none
    Common stock, par value $.01-
          authorized, 50,000,000 shares;
          issued and outstanding,
          16,902,839 and 16,939,106 shares,
          respectively                                          169              169
    Additional  paid-in  capital                            201,334          201,823
    Deficit                                                (385,125)        (348,810)
    Unearned compensation                                      (817)          (1,390)
                                                        -----------      -----------
          Total stockholders' deficit                      (184,439)        (148,208)
                                                        -----------      -----------
                                                        $ 1,100,045      $ 1,050,523
                                                        ===========      ===========
</TABLE>



                See notes to consolidated financial statements.

                                        6
<PAGE>   7
                     THE CALDOR CORPORATION AND SUBSIDIARIES

                 Consolidated Statement of Stockholders' Deficit
                             (Dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                   Outstanding       
                                  Common  Stock      Additional                              
                                  -------------        Paid-In                     Unearned    Stockholders'
                                Shares      Amount     Capital       Deficit     Compensation    Deficit
                              ----------    ------     --------     ---------    ------------  -------------
<S>                           <C>            <C>      <C>          <C>            <C>          <C>
Balance, February 1, 1997     16,939,106     $169     $201,823     ($348,810)     ($1,390)     ($148,208)

Cancellation of restricted
     stock                       (36,267)     --          (489)         --            312           (177)

Amortization of unearned
     compensation                   --        --          --            --            261            261

Net loss                            --        --          --         (36,315)        --          (36,315)
                              ----------     ----     --------     ---------      -------      ---------
Balance, May 3, 1997          16,902,839     $169     $201,334     ($385,125)       ($817)     ($184,439)
                              ==========     ====     ========     =========      =======      =========
</TABLE>



                See notes to consolidated financial statements.

                                        7
<PAGE>   8
                     THE CALDOR CORPORATION AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       FOR THE 13 WEEKS ENDED:
                                                                       -----------------------
                                                                     MAY 3, 1997    MAY 4, 1996
                                                                     -----------    -----------
<S>                                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                            $(36,315)     $ (43,281)
  Adjustments to reconcile net loss to cash used
    in operating activities:
    Amortization of debt issuance costs                                    790            400
    Depreciation and other amortization                                 13,838         11,992
    Amortization of unearned compensation                                  261            171
    Reorganization items                                                 6,274          8,761
  Working capital and other                                            (46,277)       (46,098)
                                                                      --------      ---------
      Net cash used in operating activities
       before reorganization items                                     (61,429)       (68,055)
  Reorganization items
    Reduction in liabilities subject to compromise                      (2,015)       (12,291)
    Reorganization items paid                                           (6,696)       (12,052)
                                                                      --------      ---------
      Net cash used in operating activities                            (70,140)       (92,398)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                  (2,442)        (6,462)
                                                                      --------      ---------
      Net cash used in investing activities                             (2,442)        (6,462)
                                                                      --------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of construction loan previously subject to compromise           --         (5,753)
  Proceeds from borrowings under construction loans                         --          9,274
  Proceeds from borrowings under DIP Facility                           83,290        112,500
  Increase in restricted cash                                           (2,510)            --
  Repayment of long-term debt                                             (149)            --
                                                                      --------      ---------
      Net cash provided by financing activities                         80,631        116,021
                                                                      --------      ---------

  Increase in cash and cash equivalents                                  8,049         17,161

  Cash and cash equivalents, beginning of period                        27,477         25,577
                                                                      --------      ---------

  Cash and cash equivalents, end of period                            $ 35,526      $  42,738
                                                                      ========      =========
</TABLE>



                See notes to consolidated financial statements.

                                        8
<PAGE>   9
                     THE CALDOR CORPORATION AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          For the 13 Weeks Ended:
                                                         -------------------------
                                                         May 3, 1997   May 4, 1996
                                                         -----------   -----------
<S>                                                       <C>           <C>
WORKING  CAPITAL  AND  OTHER  COMPRISED  OF:
    Accounts  receivable                                  $ (1,883)     $ (2,586)
    Merchandise  inventories                               (56,569)      (89,665)
    Prepaid  expenses  and  other  current  assets          (1,444)         (932)
    Assets held for disposal, net                            8,177         4,658
    Refundable income taxes and deferred income taxes         (362)        2,236
    Accounts  payable                                       25,718        40,881
    Accrued expenses                                       (15,893)       (6,162)
    Other  accrued  liabilities                             (2,513)        4,850
    Other  assets  and  long-term  liabilities              (1,508)          622
                                                          --------      --------
                                                          $(46,277)     $(46,098)
                                                          ========      ========
</TABLE>



                See notes to consolidated financial statements.

                                        9
<PAGE>   10
                     THE CALDOR CORPORATION AND SUBSIDIARIES
         
                   Notes to Consolidated Financial Statements
                                (in thousands)


1.  BASIS OF PRESENTATION

         The unaudited consolidated financial statements of The Caldor
         Corporation (the "Registrant") and subsidiaries (collectively, the
         "Company") have been prepared in accordance with generally accepted
         accounting principles for interim financial information and the
         instructions for Form 10-Q applicable to a going concern, which
         principles, except as otherwise disclosed, assume that assets will be
         realized and liabilities will be discharged in the normal course of
         business. The Registrant and certain of its subsidiaries (collectively,
         the "Debtors") filed petitions for relief under Chapter 11 of the
         United States Bankruptcy Code ("Chapter 11") on September 18, 1995 (the
         "Filing"). The Debtors are presently operating their business as
         debtors-in-possession subject to the jurisdiction of the United States
         Bankruptcy Court for the Southern District of New York (the "Bankruptcy
         Court").

         The Company's consolidated financial statements have been prepared in
         accordance with generally accepted accounting principles applicable to
         a going concern, which contemplates continuity of operations,
         realization of assets and liquidation of liabilities and commitments in
         the normal course of business. The Filing, related circumstances and
         the losses from operations, raise substantial doubt about its ability
         to continue as a going concern. The appropriateness of using the going
         concern basis is dependent upon, among other things, confirmation of a
         plan of reorganization, future profitable operations, and the ability
         to generate sufficient cash from operations and financing sources to
         meet obligations. As a result of the Filing and related circumstances,
         however, such realization of assets and liquidation of liabilities is
         subject to significant uncertainty. While under the protection of
         Chapter 11, the Debtors may sell or otherwise dispose of assets, and
         liquidate or settle liabilities, for amounts other than those reflected
         in the consolidated financial statements. Further, a plan of
         reorganization could materially change the amounts reported in the
         consolidated financial statements. The consolidated financial
         statements do not include any adjustments relating to a recoverability
         of the value of recorded asset amounts or the amounts and
         classification of liabilities that might be necessary as a consequence
         of a plan of reorganization.

         With respect to the unaudited consolidated financial statements for the
         thirteen weeks ended May 3, 1997 ("First Quarter 1997"), it is the
         Registrant's opinion that all necessary adjustments (consisting of
         normal and recurring adjustments) have been included to present a fair
         statement of results for the periods presented. Although these
         consolidated financial statements are unaudited, they have been
         reviewed by the Company's independent accountants, Deloitte & Touche
         LLP, for conformity with accounting requirements for interim financial
         reporting. Their report on such review is included herein.
      
         These consolidated statements should be read in conjunction with the
         Company's consolidated financial statements included in the
         Registrant's Annual Report on Form 10-K for the fiscal year ended
         February 1, 1997. Due to the seasonal nature of the Company's sales
         and the                                 

                                       10
<PAGE>   11
         Filing, operating results for the interim period are not necessarily
         indicative of results that may be expected for the fiscal year ending
         January 31, 1998. Certain information and footnote disclosures normally
         included in financial statements prepared in accordance with generally
         accepted accounting principles have been condensed or omitted, pursuant
         to the rules and regulations promulgated by the Securities and Exchange
         Commission.

         Certain reclassifications have been made to prior periods' financial
         statements to conform with classifications used in the current period.


2.  REORGANIZATION CASE

         In the Chapter 11 case, substantially all liabilities as of the date of
         the Filing are subject to resolution under a plan of reorganization to
         be voted upon by the Debtors' creditors and stockholders and confirmed
         by the Bankruptcy Court. Amended and restated schedules have been filed
         by the Debtors with the Bankruptcy Court setting forth the assets and
         liabilities of the Debtors as of the date of the Filing as shown by the
         Debtors' accounting records. The Bankruptcy Court fixed August 12, 1996
         as the last date by which creditors of the Debtors could file proofs of
         claim for claims that arose prior to the Filing. The Debtors are in the
         process of reconciling differences between amounts shown by the Debtors
         and claims filed by creditors. The amount and settlement terms for such
         disputed liabilities are subject to allowance by the Bankruptcy Court.
         Ultimately, the adjustment of the total liabilities of the Debtors
         remains subject to a Bankruptcy Court approved plan of reorganization,
         and, accordingly, the amount of such liabilities is not presently
         determinable. The Bankruptcy Court has extended the period in which the
         Debtors possess the exclusive right to file a plan of reorganization
         through September 1, 1997 and the period in which the Debtors can
         solicit acceptances for the plan of reorganization through October 30,
         1997. At this point, it is uncertain what, if anything, a plan of
         reorganization may provide for equity security holders.

         On March 12, 1997 the Bankruptcy Court approved the closing of 4
         under-performing stores and the Debtor's retention of a liquidator to
         conduct store closing sales (the "4 Store Closing Sales"). These sales
         were completed and the stores were closed by the end of May 1997.
         Concurrently, the Registrant, as the borrower thereunder, the
         subsidiaries of the Registrant named therein, as the guarantors
         thereunder, and the bank group led by the Chase Manhattan Bank
         ("Chase") entered into an amendment (the "Third Amendment") to the
         Amended and Restated Revolving Credit and Guaranty Agreement dated as
         of October 17, 1995, among the Registrant, as the borrower thereunder,
         the subsidiaries of the Registrant named therein, as the guarantors
         thereunder, and a bank group led by Chase ("the DIP Facility"). This
         amendment provided that all of the proceeds of the 4 Store Closing
         Sales are to be applied to a prepayment of the Tranche B loans and the
         Tranche B facility commitment be reduced by such amount.

         On June 4, 1997, the Bankruptcy Court approved the extension of the DIP
         Facility to June 15, 1998 (the "Extended DIP Facility"). The Extended
         DIP Facility provides for a revolving credit and letter of credit
         facility in an aggregate principal amount not to exceed $450 million,
         divided into two (2) separate tranches consisting of (i) a post
         petition revolving credit and letter of credit facility in an aggregate
         principal amount not to exceed $250 million made available by the
         Tranche A Banks (the "Tranche A Facility") and (ii) the continued use
         of the revolving credit and letter of credit portion of the
         pre-petition credit facility made available by the Tranche B Banks (the
         "Tranche B Facility") in an aggregate principal amount of $200 million
         which principal amount may be borrowed, paid and reborrowed. In
         addition, the Extended DIP Facility provides for, among other things, a
         mandatory paydown of the aggregate principal amount of the

                                       11
<PAGE>   12
         outstanding loans (exclusive of letters of credit) to $165
         million for a period of 15 consecutive business days during the
         period from December 15, 1997 through January 15, 1998, capital
         expenditures not to exceed $30 million through the fiscal year ending
         January 31, 1998 ("Fiscal Year 1997") and $16 million (subject to a $3
         million increase if certain EBITDA projections are achieved)
         thereafter through the maturity date, revised EBITDA thresholds for
         the trailing four quarters for each of the fiscal quarters in Fiscal
         Year 1997 and for the fiscal quarter ending April 30, 1998 and revised
         monthly inventory amounts through June 15, 1998. The Extended DIP
         Facility provides that advances made (i) under the Tranche A Facility
         will bear interest at a rate of 0.75% per annum in excess of ABR, or
         at the Registrant's option, a rate of 1.75% per annum in excess of
         LIBOR for the interest periods of one, three or six months or (ii)
         under the Tranche B Facility will bear interest at 0.25% per annum in
         excess of ABR, or, at the Registrant's option, a rate of 1.0% per
         annum in excess of LIBOR. The Registrant incurred approximately $3
         million in bank fees associated with the extension of the DIP
         Facility, which fees were paid subsequent to the First Quarter 1997. 
         In all other material respects the DIP Facility remains unchanged. For
         further information, see "Management's Discussion and Analysis of
         Financial Condition and Results of Operations--Financial Condition."

         Under the Bankruptcy Code, the Debtors may elect to assume or reject
         real estate leases, employment contracts, personal property leases,
         service contracts and other executory pre-petition contracts, subject
         to Bankruptcy Court approval. As of May 3, 1997, the Debtors had
         rejected the leases for 26 locations and moved to reject four others,
         assumed 15 real estate leases (seven of which were for stores opened
         prior to 1996, two warehouses and the balance were for stores that were
         opened in 1996) conditionally assumed two real estate leases and had
         reached agreement with landlords to terminate an additional seven
         leases without liability. The Debtors continue to review leases and
         contracts, as well as other operational and merchandising changes, and
         cannot presently determine or reasonably estimate the ultimate outcome
         of, or liability resulting from, this review. Additional information
         with respect to the Debtors' Chapter 11 case is set forth in the
         Registrant's Annual Report on Form 10-K for the fiscal year ended
         February 1, 1997.


3.  RESTRICTED CASH

         As of May 3, 1997, the restricted cash balance included $2.5
         million of proceeds from the 4 Store Closing Sales held in escrow
         pursuant to the Third Amendment to the DIP Facility, which amount, net
         of the Company's expenses, was subsequently applied to payment of the
         Tranche B loans. In addition, $5.3 million is being held in an escrow
         account pending final resolution of issues concerning the closing
         sales agreement between the Company and the liquidator of the stores
         closed in 1996. Any balance remaining after such resolution will be
         applied, net of the Company's expenses, to payment of the Term Loan
         (as defined in the DIP Facility).    

                                       12
<PAGE>   13
4. LIABILITIES SUBJECT TO COMPROMISE

         Liabilities subject to compromise are subject to future adjustments
         depending on Bankruptcy Court actions and further developments with
         respect to disputed claims. Liabilities subject to compromise were as
         follows:
<TABLE>
<CAPTION>
                             May 3, 1997   February 1, 1997
                             -----------   ----------------
<S>                           <C>             <C>
Accounts payable              $226,771        $226,506
Term Loan                      190,900         191,100
Real Estate Loan                37,145          37,145
Rejected leases and other
  miscellaneous claims         129,900         129,900
Accrued expenses                79,867          80,784
Capital lease obligations       38,155          39,318
Construction loan               11,511          11,511
Industrial revenue bonds
  and mortgage notes             3,716           3,716
                              --------        --------
      Total                   $717,965        $719,980
</TABLE>



         Liabilities subject to compromise under reorganization proceedings
         include substantially all current and long-term unsecured debt as of
         the date of the Filing. Pursuant to the provisions of the Bankruptcy
         Code, payment of those liabilities may not be made except pursuant to a
         plan of reorganization or Bankruptcy Court order while the Debtors
         continue to operate as debtors-in-possession. The liability for
         rejected leases and other miscellaneous claims includes the Company's
         estimate of its liability for certain leases that have either been
         rejected or the Company anticipates rejecting.



5.  REORGANIZATION ITEMS

         Reorganization items that were directly associated with the Company's
         Chapter 11 reorganization proceedings and the resulting restructuring
         of its operations consisted of the following for the 13 weeks ended May
         3, 1997 and May 4, 1996:
<TABLE>
<CAPTION>
                                         May 3, 1997   May 4, 1996
                                         -----------   -----------
<S>                                        <C>           <C>
Retention costs                            $2,630        $2,630
Professional fees                           2,551         4,569
Other                                       1,093         1,562
                                           ------        ------
  Total provision for reorganization       $6,274        $8,761
</TABLE>



6.  INCOME TAXES

         Income taxes are provided based on the asset and liability method of
         accounting pursuant to Statement of Financial Accounting Standards
         ("SFAS") No.  109, "Accounting for Income Taxes". The Company has
         generated substantial net operating loss carryforwards as a result of
         the net losses incurred in 1995 and 1996. Utilization of the Company's
         loss carryforwards is dependent upon sufficient future taxable income.
         The Company has established a full valuation allowance against these
         carryforward benefits and, therefore, has not recorded any tax
         benefits related to fiscal 1997 losses.          

                                       13
<PAGE>   14
7. RECENT ACCOUNTING PRONOUNCEMENT

         In February 1997, the Financial Accounting Standards Board
         issued SFAS No. 128, "Earnings per share", which is effective for  the
         Company beginning with the fourth quarter of Fiscal Year 1997. SFAS
         No. 128 establishes standards for computing and presenting earnings
         per share. The Company has determined that the adoption of SFAS No.
         128 will not have a significant impact on the Company's earnings
         (loss) per share.                              

                                       14
<PAGE>   15
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS


OVERVIEW

The Debtors filed petitions for relief under Chapter 11 on September 18, 1995
and are presently operating their business as debtors-in-possession subject to
the jurisdiction of the Bankruptcy Court. As a result of the Filing, the cash
requirements for the payments of accounts payable and certain other liabilities
that arose prior to the Filing are in most cases deferred until a plan of
reorganization is approved by the Bankruptcy Court.



RESULTS OF OPERATIONS

Results of operations expressed as a percentage of net sales were as follows for
the 13 weeks ended May 3, 1997 and the 13 weeks ended May 4, 1996 ("First
Quarter 1996"):                                                

<TABLE>
<CAPTION>
                                                 May 3, 1997                       May 4, 1996
                                        ---------------------------       -----------------------------
(dollars in thousands)                        $                %              $                %
-------------------------------------------------------------------------------------------------------

<S>                                        <C>               <C>           <C>                <C>
Net sales                                  525,635           100.0         568,560            100.0
Cost of merchandise sold                   385,197            73.3         423,505             74.5
Gross margin                               140,438            26.7         145,055             25.5
Selling, general and
   administrative expenses                 160,088            30.5         171,179             30.1
Interest expense, net                       10,391             2.0           8,396              1.5
Loss before reorganization items           (30,041)           (5.7)        (34,520)            (6.1)
Net loss                                   (36,315)           (6.9)        (43,281)            (7.6)
</TABLE>



Total sales for First Quarter 1997 were $525.6 million compared to $568.6
million for First Quarter 1996, a decrease of $43 million, or 7.6%. This
decrease was primarily due to a 6.6% decrease in comparable store sales and 12
stores that were closed since First Quarter 1996, partially offset by the sales
from seven new stores opened since mid-April 1996. The decrease in comparable
store sales was primarily attributable to changes in the Company's marketing
strategy, including the discontinuance of one-day sale events, mid-week
circulars and coupon sales, unseasonably cold weather in the Northeast that
impacted the Company's seasonal merchandise categories and the intensely
competitive retail environment. The Company made the determination that the
discontinued marketing programs were neither profitable nor compatible with its
long-term marketing strategy.               

Gross margin as a percentage of sales for First Quarter 1997 increased by 1.2%
to 26.7% from 25.5% in First Quarter 1996. The increase was primarily due to
reduced promotional markdowns as compared to last year due to the changes in the
Company's marketing strategy. This increase was partially offset by an increase
in the reserve for inventory shrinkage.

In the third quarter of 1996, to better balance its promotional and
regular-priced business and to provide fair prices everyday, the Company
introduced its Price Cut Program, which lowered

                                       15
<PAGE>   16
everyday prices on selected items in electronics, health and beauty aids,
diapers, household chemicals, furniture, hardware and housewares. In May 1997,
the Company extended the Price Cut Program to certain other product categories
such as basic apparel commodities and paper products. The Company is currently
evaluating extending the Price Cut Program to other product categories. The
Company believes that the impact of the Price Cut Program will be partially
offset by reduced promotional and permanent markdowns and by increased sales of
regular-priced merchandise.

Selling, general and administrative expenses ("SG&A") decreased $11.1 million 
for the First Quarter of 1997 compared to First Quarter 1996. Initiatives to
reduce SG&A adopted by the Company in the second quarter of 1996 included;
changes in marketing strategy which have reduced advertising expenses, reduction
of corporate overhead and the discontinuance of additional accruals related to
the pension plan. However, the decrease in sales levels resulted in an increase
in SG&A as a percentage of sales of 0.4% to 30.5% in First Quarter 1997 
compared to 30.1% in First Quarter 1996. 

Interest expense, net, for First Quarter 1997 increased by $2 million primarily
due to an increase in average revolving credit borrowings as compared to First
Quarter 1996. Average revolving credit borrowings were $194.9 million at a
weighted average interest rate of 6.6% in First Quarter 1997 compared to $110.2
million at 6.6% for First Quarter 1996. The weighted average interest rate of
the Term Loan was 6.4% in First Quarter 1997 compared to 6.3% in First Quarter
1996. As a percentage of sales, interest expense, net, for First Quarter 1997
was 2.0% compared to 1.5% in First Quarter 1996.

The Company did not record a tax benefit in First Quarter 1997 since the
utilization of the Company's loss carryforwards is dependent upon sufficient
future taxable income and the Company has established a full valuation allowance
against these carryforward benefits.

Reorganization costs relating to the Chapter 11 proceedings, consisting
primarily of retention costs and professional fees, were $6.3 million in First
Quarter 1997 compared to $8.8 million in First Quarter 1996.


FINANCIAL CONDITION

The Company's working capital as of May 3, 1997 decreased by $24.1 million from
February 1, 1997. Inventories increased by $56.6 million and accounts payable
increased by $25.7 million principally due to seasonal increases. The Company
incurred a net loss of $36.3 million for First Quarter 1997, compared to a net
loss of $43.3 million in the same period last year. These factors, along with
capital expenditures of $2.4 million, contributed to the increase in borrowings
under the DIP Facility of $83.3 million.

Net cash used in operating activities for First Quarter 1997 was $70.1 million
as compared to $92.4 million for First Quarter 1996. This use of cash for
operating activities was primarily due to the decrease in working capital, the
Company's net loss of $36.3 million and reorganization item payments of $6.7
million.

For First Quarter 1997, $2.4 million was spent for capital expenditures
compared to $6.5 million for First Quarter 1996. The Company's capital
expenditures for Fiscal Year 1997 are projected to be approximately $30 million
to be used primarily for store remodeling, management information systems and
distribution center and store upgrades and improvements.

On October 17, 1995, the Bankruptcy Court entered a final order approving the
DIP Facility. The DIP Facility amended and restated, in its entirety, the
Registrant's Debtor-In-Possession Revolving Credit and Guaranty Agreement dated
as of September 18, 1995 with Chase as agent. Pursuant to the terms of the DIP
Facility, the bank group made available to the Registrant a

                                       16
<PAGE>   17
revolving credit and letter of credit facility in an aggregate principal
amount, at May 3, 1997, not to exceed a total of $436.7 million, consisting of
(i) up to $200 million (reflecting the $50 million line reduction on May 3, 1997
provided for in the second amendment to the DIP Facility) under the Tranche A
Facility and (ii) $236.7 million under the Tranche B Facility. The Registrant's
maximum borrowing under the Tranche A Facility, up to $200 million, could not
exceed the lesser of 60% of Eligible Cost Value of Inventory or 50% of Eligible
Retail Value of Inventory. On June 4, 1997, the Bankruptcy Court entered
a final order approving the extension of the DIP Facility to June 15, 1998.

Pursuant to the terms of the Extended DIP Facility, the bank group has made
available to the Registrant an aggregate principal amount of up to $450 million
consisting of (i) up to $250 million under the Tranche A Facility and (ii) $200
million under the Tranche B Facility. The Company's maximum borrowing under the
Tranche A Facility, up to $250 million, may not exceed the lesser of 60% of
Eligible Cost Value of Inventory or 50% of Eligible Retail Value of Inventory.
The Extended DIP Facility has a sublimit of $175 million for the issuance of
letters of credit. The Tranche B Facility must be fully utilized before the
Company can borrow under the Tranche A Facility.

Borrowings under the Extended DIP Facility may be used to fund working capital
and inventory purchases and for other general corporate purposes. The Extended
DIP Facility provides for, among other things, a mandatory paydown of the
aggregate principal amount of the outstanding loans (exclusive of letters of
credit) to $165 million for a period of 15 consecutive business days during the
period from December 15, 1997 through January 15, 1998, capital expenditures
not to exceed $30 million through Fiscal Year 1997 and $16 million (subject to
a $3 million increase if certain EBITDA projections are achieved) thereafter
through the maturity date and revised EBITDA thresholds for the trailing four
quarters for each of the fiscal quarters in Fiscal Year 1997 and for the fiscal
quarter ending April 30, 1998. The Extended DIP Facility also contains
restrictive covenants, including, among other things, limitations on the
creation of additional liens and indebtedness, capital leases and annual rents,
the sale of assets, and the maintenance of minimum earnings before interest,
taxes, depreciation, amortization and reorganization items, the maintenance of
inventory levels, and a prohibition on the payment of dividends.

The Extended DIP Facility provides that advances made (i) under the Tranche A
Facility will bear interest at a rate of 0.75% per annum in excess of ABR, or at
the Registrant's option, a rate of 1.75% per annum in excess of LIBOR for the
interest periods of one, three or six months or (ii) under the Tranche B
Facility will bear interest at 0.25% per annum in excess of ABR, or, at the
Registrant's option, a rate of 1.0% per annum in excess of LIBOR.

The Tranche A Banks and the Tranche B Banks were granted a lien on all of the
assets of the Debtors and a superpriority claim for all obligations of the
Debtors arising under the Tranche A Facility and the Tranche B Facility,
respectively. However, the claim of the Tranche B Banks is subordinate in
priority to the claim of the Tranche A Banks. In addition, Chase, as agent, was
granted a security interest in all of the shares of capital stock now or
hereafter issued to the Registrant by certain of its subsidiaries. The
pre-petition banks have been granted a security interest in all assets of the
Debtors, subordinate to the security interests and liens thereon granted to the
Tranche A Banks and the Tranche B Banks, subject to the conditions of the
financing order of the Bankruptcy Court, dated October 17, 1995.

As of May 3, 1997, the outstanding borrowings under the DIP Facility were $235.3
million and open letters of credit were $44.9 million.

The Company believes that cash on hand, amounts available under the Extended DIP
Facility and funds from operations will enable the Company to meet its current
liquidity and capital expenditure requirements for the next twelve months. Until
a plan of reorganization is

                                       17
<PAGE>   18
approved, the Company's long-term liquidity and the adequacy of its capital
resources cannot be determined.



FORWARD - LOOKING STATEMENTS

From time to time, information provided by the Company, statements made by its
employees or information included in its filings with the Securities and
Exchange Commission (the "SEC") (including the Quarterly Report on Form 10-Q)
may contain statements which are not historical facts, so-called
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
the forward-looking staements. In particular, statements in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" may
be forward-looking statements. The Company's actual future results may differ
significantly from those stated in any forward-looking statements. Factors that
may cause such differences include, but are not limited to, the factors
discussed below. Each of these factors, and others, are discussed from time to
time in the Company's filings with the SEC. 

The Company's future results are subject to substantial risks and uncertainties.
The Company is operating as a debtor-in-possession under the Bankruptcy Code and
its future results are subject to the development and confirmation of a plan of
reorganization. The Company's business is seasonal; a substantial portion of its
sales and income from operations are generated during the fourth quarter of the
fiscal year which includes the Christmas selling season. Any substantial
decrease in sales during such period would have a material adverse effect on the
financial condition and results of operations of the Company. The Company has
working capital needs which are expected to be funded largely through borrowings
under the Extended DIP Facility. The Extended DIP Facility contains restrictive
covenants, including, among other things, limitations on the creation of
additional liens and indebtedness, limitations on capital expenditures, capital
leases and annual rents, the sale of assets and the maintenance of minimum
earnings before interest, taxes, depreciation, amortization and reorganization
items, the maintenance of inventory levels, and a prohibition on the payment of
dividends. Such restrictions may limit the Company's operating and financial
flexibility. For further information, see "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Financial Condition."

                                       18
<PAGE>   19
                           PART II: OTHER INFORMATION




ITEM 6:           EXHIBITS AND REPORTS ON FORM 8-K

         a)       Exhibits
                  --------
<TABLE>
<CAPTION>
                  Exhibit Number      Description
                  --------------      -----------
<S>                                   <C>
                  10.1                Fourth Amendment, dated as of April 30, 1997, among
                                      the Registrant, as borrower, certain of its subsidiaries
                                      as guarantors, the banks party thereto and The Chase
                                      Manhattan Bank, as agent for the banks.

                  15                  Letter in lieu of consent of Deloitte & Touche LLP
                                      re unaudited interim financial information.

                  27                  Financial Data Schedule.
</TABLE>


         b)       Reports on Form 8-K
                  -------------------

                  During the fiscal quarter covered by this Report, the
                  Registrant filed a Current Report on Form 8-K for an event
                  that occurred on February 26, 1997 reporting on Item 5. No
                  financial statements were included in such filing.

                                       19
<PAGE>   20
                                   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, thereunto duly authorized.


                                 The Caldor Corporation
                                         (Registrant)


Date:     June 11, 1997          By:     /s/ Warren D. Feldberg
     ----------------------         -------------------------------------------
                                         Warren D. Feldberg
                                         Chairman, Chief Executive Officer and
                                         Director


Date:     June 11, 1997          By:     /s/ John G. Reen
     ----------------------         -------------------------------------------
                                         John G. Reen
                                         Executive Vice President,
                                         Chief Financial Officer and Director


                                       20


<PAGE>   21
                                EXHIBIT INDEX
                                -------------



Exhibit Number                   Description
-------------                    -----------


10.1                Fourth Amendment, dated as of April 30, 1997, among
                    the Registrant, as borrower, certain of its subsidiaries
                    as guarantors, the banks party thereto and The Chase
                    Manhattan Bank, as agent for the banks.

15                  Letter in lieu of consent of Deloitte & Touche LLP
                    re unaudited interim financial information.

27                  Financial Data Schedule.