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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 June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-24713
EBS PENSION, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware 42-1466520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Sixth and Marquette; N9303-120
Minneapolis, Minnesota 55479
(Address of principal executive offices)
(612) 667-4803
(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 [ ]
At August 1, 2002 there were 10,000,000 Class A Membership Units outstanding
and no Class B Membership Units outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EBS PENSION, L.L.C.
Statements of Operations
For the Three and Six Month Periods
Ended June 30, 2002 and 2001
----------------------------
For the three months For the six months
ended June 30, ended June 30,
2002 2001 2002 2001
(unaudited) (unaudited) (unaudited) (unaudited)
Income:
Litigation income $1,951,600 $ - $1,951,600 $ -
Interest 9,903 18,374 16,426 41,687
----------- ----------- ----------- -----------
Total income $1,961,503 $ 18,374 $1,968,026 $ 41,687
=========== =========== =========== ===========
Expenses:
Manager fees $ 12,330 $ 12,967 $ 24,660 $ 24,796
Transfer agent and 9,600 9,600 19,200 19,200
settlement administration fees
Legal fees 9,036 5,000 17,036 6,389
Accounting fees 5,000 3,000 8,000 12,000
Other 2,256 500 3,656 1,100
----------- ----------- ----------- -----------
Total expenses 38,222 31,067 72,552 63,485
----------- ----------- ----------- -----------
Net income (loss) $1,923,281 $ (12,693) $1,895,474 $ (21,798)
=========== =========== =========== ===========
Net income (loss) per unit - basic and $ 0.192 $ (.001) $ 0.190 $ (.002)
diluted =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
2
EBS PENSION, L.L.C.
Balance Sheets
June 30, 2002 and December 31, 2001
-----------------------------------
June 30, December 31,
2002 2001
(unaudited)
Assets
Cash and cash equivalents
Available for general operations $ 517,078 $ 136,847
Returned member distributions 262,057 262,057
Available for anticipated cost of legal indemnification 1,500,000 1,500,000
of officers
Interest receivable 2,501 3,278
----------- -----------
Total assets $2,281,636 $1,902,182
=========== ===========
Liabilities
Distribution payable $ 262,057 $ 262,057
Accrued expenses 309,106 283,736
----------- -----------
Total liabilities 571,163 545,793
----------- -----------
Members' equity:
Membership Units (Class A - 10,000,000 authorized, issued
and outstanding at June 30, 2002 and December 31, 2001
Paid-in capital 1,667,492 1,667,492
Retained earnings (deficit) 42,981 (311,103)
----------- -----------
Total members' equity 1,710,473 1,356,389
----------- -----------
Total liabilities and members' equity $2,281,636 $1,902,182
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
EBS PENSION, L.L.C.
Statements of Changes in Members' Equity
For the Periods Ended
June 30, 2002 and December 31, 2001
-----------------------------------
Class A
Membership Paid in Retained
Units Capital Deficit Total
Balance, January 1, 2001 10,000,000 $1,667,492 $(233,846) $1,433,646
Net loss - - (77,257) (77,257)
----------- ----------- ----------- -----------
Balance, December 31, 2001 10,000,000 1,667,492 (311,103) 1,356,389
Net income (unaudited) - - 1,895,474 1,895,474
Capital distribution (unaudited) - - (1,541,390) (1,541,390)
----------- ----------- ----------- -----------
Balance, June 30, 2002 (unaudited) 10,000,000 $1,667,492 $ 42,981 $1,710,473
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
4
EBS PENSION, L.L.C.
Statements of Cash Flows
For the Six Months Ended June 30, 2002 and 2001
-----------------------------------------------
For the six months ended June 30,
2002 2001
(unaudited) (unaudited)
Cash flows from operating activities:
Net income (loss) $1,895,474 $ (21,798)
Reconciliation of net income (loss) to cash flows provided
by/(used in) operating activities:
Decrease in interest and distribution receivable 777 3,675
Increase in accrued expenses 25,370 12,364
----------- -----------
Cash flows provided by/(used in) operating activities 1,921,621 (5,759)
----------- -----------
Cash flows from financing activities:
Capital distributions (1,541,390) -
----------- -----------
Cash flow (used in) financing (1,541,390) -
----------- -----------
Net increase (decrease) in cash and cash equivalents 380,231 (5,759)
Cash and cash equivalents at beginning of period 1,898,904 1,907,334
----------- -----------
Cash and cash equivalents at end of period $2,279,135 $1,901,575
=========== ===========
The accompanying notes are an integral part of these financial statements.
5
EBS PENSION, L.L.C.
Notes to Financial Statements
June 30, 2002 and December 31, 2001
- --------------------------------------------------------------------------------
1. Description of Business
EBS Pension, L.L.C. (the "Company") is governed by a Members Agreement,
dated as of September 25, 1997 (the "Members Agreement"). Pursuant to
the Members Agreement, the Company is organized for the exclusive
purposes of (a) receiving and administering the cash proceeds (the
"Pension Plan Proceeds") to be received by Edison Brothers Stores, Inc.
("Edison") and its affiliated debtors in possession (collectively with
Edison, the "Debtors") as a result of the termination of the Edison
Brothers Stores, Inc. Pension Plan (the "Pension Plan"), net of (i) the
Pension Plan assets transferred to qualified replacement pension plans,
(ii) all costs, fees and expenses relating to termination of the
Pension Plan and establishment of the replacement plans, and (iii) all
applicable taxes incurred or for which a reserve is established in
connection with termination of the Pension Plan, and (b) distributing
such assets to holders of Class A Membership Units (the "Members") in
accordance with the Members Agreement.
2. Summary of Significant Accounting Policies
This summary of significant accounting policies is presented to assist
in evaluating the Company's financial statements included in this
report. These policies conform to accounting principles generally
accepted in the United States. The preparation of financial statements
in conformity with accounting principles generally accepted in the
United States requires that management make estimates and assumptions
that impact the reported amounts of assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Adjustments are of a normal and
recurring nature. Actual results could differ from those estimates.
Basis of Presentation
These financial statements include the accounts of the Company for the
periods from January 1, 2001 through December 31, 2001, January 1, 2001
through June 30, 2001 (unaudited), January 1, 2002 through June 30,
2002 (unaudited), April 1, 2001 through June 30, 2001 (unaudited), and
April 1, 2002 through June 30, 2002 (unaudited).
Cash and Cash Equivalents
Cash and Cash Equivalents consists of amounts held in an account in
the Company's name at a highly-rated financial institution, along with
U.S. Treasury Securities purchased and held in the Company's name.
The Company's cash and cash equivalents, excluding the $262,057 of
returned member distributions, plus any portion of Pension Plan Tax
Reserve that may ultimately be received by the Company, will be used
for general operations and for the anticipated cost of legal
indemnification of the officers of Edison as contemplated by the
Members' Agreement and collecting the Pension Plan Tax Reserve from
Edison. Any amounts not used for these purposes will be made available
for future distributions to Class A Membership Unit holders.
Accrued Expenses
Accrued expenses include amounts for unpaid legal, tax, accounting,
manager and transfer agent fees. Amounts are payable within one year.
Interest
Interest income is determined on the accrual basis. Interest receivable
is due to be received within one year.
Expenses
All expenses of the Company are recorded on the accrual basis of
accounting.
Income Taxes
The Company is not subject to taxes. Instead, the Members report their
distributive share of the Company's profits and losses on their
respective income tax returns.
6
EBS PENSION, L.L.C.
Notes to Financial Statements
June 30, 2002 and December 31, 2001
- --------------------------------------------------------------------------------
3. Distribution Payable
Through June 2002, a total of $262,057 of proceeds distributed to
Members in February 1998 were returned as the checks issued were not
claimed. The funds are held by the Company and are available for the
respective members to claim.
Any unclaimed funds will eventually escheat to the state in which they
were distributed according to that state's statutory period for
unclaimed property.
4. Members' Equity
On September 25, 1997, Edison transferred the right to receive the net
cash proceeds from the termination of the Pension Plan in exchange for
10,000,000 Class B Membership Units of the Company, which represented
all of the outstanding Membership Units of the Company. The Net Pension
Plan Proceeds (as defined by the plan) amounted to $43.9 million at
December 31, 1997 and were due from Edison at that date. Pursuant to
the Plan, an additional amount of $5.7 million (the "Pension Plan Tax
Reserve") is being held by Edison to satisfy certain fees and tax
liabilities of Edison. The Plan of Reorganization further provided that
upon receipt of a private letter ruling (the "Tax Ruling") from the
Internal Revenue Service (the "IRS") indicating that no tax liability
existed necessitating release of funds from the Pension Plan Tax
Reserve, that Edison should remit such funds to the Company. On
September 28, 1998, the IRS issued the Tax Ruling. See Note 6 hereof
for further discussion of the Pension Plan Tax Reserve.
On December 12, 1997, in accordance with the Members Agreement and the
Plan of Reorganization, Edison exchanged 9,058,041 Class B Membership
Units for 9,058,041 Class A Membership Units of the Company and
simultaneously distributed such Class A Membership Units to holders of
Allowed General Unsecured Claims.
During 1998, Edison paid $43.9 million to the Company in satisfaction
of the Company's receivable recorded at December 31, 1997. Of this
amount, $42.3 million was distributed to Class A Members during 1998,
$1.5 million is retained for the anticipated cost of legal
indemnification of the officers of Edison, and the remaining amount is
retained for other anticipated expenses expected to be incurred by the
Company.
During 1998, Edison exchanged 942,238 Class B Membership Units for
942,238 Class A Membership Units of the Company and simultaneously
distributed such units to holders of Allowed General Unsecured Claims.
Also during 1998, certain Class A Membership Unit holders returned 279
Class A Membership Units to Edison as such Membership Units had been
distributed in error. The distribution proceeds relating to these
returned Membership Units are included in paid in capital and were
available for future distributions to holders of Class A Membership
Units. Currently, Edison has no Class B Membership Units.
Proceeds of $262,057, distributed to Members in February 1998 have been
returned as the checks issued did not clear the bank. See Note 3 above
for further discussion.
On February 21, 2002, the parties executed a settlement agreement (the
"Settlement Agreement"), that was approved by the Court in March 14,
2002. Pursuant to the Settlement Agreement, Edison agreed to distribute
to the Company cash equal to thirty-four percent (34%) of its
pre-petition claim of $5,740,000, which equals $1,951,600, payable
within three days after the order becomes final. The Settlement
Agreement further provides that additional distributions will be made
to the Company at such time, if ever, as the distributions to all
holders of allowed general unsecured claims against the Debtors exceed
twenty-one percent (21%) of their allowed claims. Thereafter, the
Company will receive on account of its remaining claim, distributions
equal to the Company's pro rata share (based
7
EBS PENSION, L.L.C.
Notes to Financial Statements
June 30, 2002 and December 31, 2001
- --------------------------------------------------------------------------------
upon its remaining claim of $3,788,400) of all distributions over
twenty-one percent (21%) on a pro rata basis with all general unsecured
claims.
On April 17, 2002, the Company received the settlement cash of
$1,951,600, or thirty-four percent (34%) of its pre-petition claim. On
May 31, 2002, the Company distributed $1,541,390 to holders of Class A
Membership Units.
5. Related Parties
The Manager of the Company is the same financial institution that holds
the Company's cash and cash equivalents.
6. Commitments and Contingencies
On March 9, 1999, Edison filed for protection under Chapter 11 of the
Bankruptcy Code (the "Petition Date"). Prior to the Petition Date,
Edison had not yet released the Pension Plan Tax Reserve to the
Company. Therefore, Edison's Chapter 11 filing may have a materially
adverse impact on the collectibility of the Pension Plan Tax Reserve
discussed in the first paragraph of Note 4 above.
On April 23, 1999, the Company filed a complaint (the "Complaint")
against Edison seeking a declaration that Edison is holding the Pension
Plan Tax Reserve in constructive trust for the Company and it is not
part of Edison's bankruptcy. On June 16, 1999, the Company filed a
motion for summary judgment with respect to the Complaint. Edison filed
a cross motion for summary judgement on July 30, 1999. A hearing (the
"Hearing") on the Company's summary judgment motion was held on
December 7, 1999 in the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court"). At the Hearing, the Bankruptcy
judge denied both summary judgement motions citing the existence of
genuine issues of material fact, but, in so holding, determined that
Edison was holding the Pension Plan Tax Reserve in constructive trust
for the Company. After the Hearing, the Company and Edison made several
attempts to resolve this matter without the need for trial, but were
unsuccessful in these efforts. Both Edison and the Company have
submitted pleadings in support of entry of judgment in favor of their
respective positions.
On or about April 28, 2000, the Debtors filed a Motion for an Order
Directing the Appointment of a Chapter 11 Trustee Pursuant to Section
1104 of the Bankruptcy Code. The Bankruptcy Court conducted a hearing
on this motion on May 16, 2000 and then entered an Order approving it
shortly thereafter. On May 30, 2000, the United States trustee for the
District of Delaware applied for an order appointing a Chapter 11
Trustee in the Debtors' Chapter 11 cases. Bankruptcy Court granted the
application on the same day. Thereafter, on June 16, 2000, the Chapter
11 Trustee filed a Motion to Convert Case to Chapter 7 Pursuant to
Sections 1112(a) and (b) of the Bankruptcy Code, which motion was
approved by order of the Bankruptcy Court dated July 5, 2000.
On October 17, 2000, the Debtors and the Company stipulated to a
schedule pursuant to which they would each submit to the Bankruptcy
Court a motion for entry of judgment with respect to the Complaint (the
"Scheduling Stipulation"). The Scheduling Stipulation also provided
that each party would be permitted to submit an answer brief and a
subsequent reply brief. Further, under the Scheduling Stipulation, the
parties waived their right to request an oral argument on their
respective motions for judgment. The parties filed and served the
appropriate pleadings in accordance with the Scheduling Stipulation. On
October 11, 2001, the Court concluded that the Company could not
establish a nexus between the alleged trust and the assets sought by
the Company, however, as indicated above the Company executed the
Settlement Agreement.
On May 29, 2002, the Chapter 7 Trustee of Edison Brothers Stores, Inc.
(the "Trustee") filed a Motion (the "Motion") in the Bankruptcy Court
for an Order approving, among other things, the sale of shares of
Principal Financial Group, Inc. Stock (the "Principal Stock"), free and
clear of all liens, claims and encumbrances. On June 11, 2002, the
Company filed a limited objection (the "Limited Objection") to the
Motion. In the Limited
8
EBS PENSION, L.L.C.
Notes to Financial Statements
June 30, 2002 and December 31, 2001
- --------------------------------------------------------------------------------
Objection, the Company sought to preserve its rights, if any, with
respect to the Principal Stock or the proceeds thereof. On June 18,
2002, the Court granted the Motion as provided in the Order subject to
the Company's Limited Objection. In addition, the Court indicated that
the proceeds of the sale of the Principal Stock were to be held by the
Trustee in a segregated account subject to further order of the Court
and the Company's right to assert an interest in said proceeds. There
can be no assurances as to the interest (if any) that the Company has
in said proceeds.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a discussion and analysis of the financial condition
and results of operations of the Company as of and for the years ended December
31, 2001, 2000, 1999 and 1998 and as of and for the periods ended December 31,
1997, January 1, 2001 through June 30, 2001 (unaudited), January 1, 2002 through
June 30, 2002 (unaudited), April 1, 2001 through June 30, 2001 (unaudited), and
April 1, 2002 through June 30, 2002 (unaudited), and of certain factors that may
affect the Company's prospective financial condition and results of operations.
The following should be read in conjunction with the Company's Financial
Statements and Notes thereto included elsewhere herein and included in the
Company's Annual Report and Form 10-K for the year ended December 31, 2001. This
discussion contains certain forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from the
results expressed in, or implied by, such statements.
Results of Operations/Overview
The Company, which was formed pursuant to the Amended Joint Plan of
Reorganization Under Chapter 11 of the U.S. Bankruptcy Code filed by the Debtors
(the "Plan") and the Members Agreement, is a limited purpose entity which was
organized for the exclusive purposes of (a) receiving and administering the
Company Assets, and (b) distributing the Company Assets to holders of the
Company's Class A Membership Units pursuant to the terms of the Members
Agreement.
On January 23, 1998, the Company received from Edison, Pension Plan
Proceeds totaling approximately $44.0 million. The Company recognizes income
from interest earned on its funds. The Company invests such funds in a money
market fund investing solely in direct obligations of the United States
Government. The Members Agreement permits all funds received by the Company to
be temporarily invested in United States treasury bills and notes with
maturities of 12 months or less, institutional money market funds and demand or
time deposits and certificates of deposit with U.S. federal or state commercial
banks having primary capital of not less than $500 million. During the years
ended December 31, 2001, 2000, 1999 and 1998, the Company recognized $67,172,
$80,314 and $321,488 of interest income, respectively. During the period ended
December 31, 1997, the Company did not recognize any interest income because it
did not receive the Pension Plan Proceeds until January 1998. During the six
month periods ended June 30, 2002 and 2001, the Company recognized $16,426 and
$41,687 of interest income, respectively. The amount of interest income
recognized by the Company in future periods will be dependent on, among other
things, (1) fluctuations in interest rates, (2) the amounts and timing of any
amounts received in the future from the Pension Plan Tax Reserve, (3) the amount
and timing of distributions, if any, to holders of Class A Membership Units, and
(4) the amount and timing of the Company's expenses.
The Company's general and administrative expenses consist primarily of
fees payable to the Manager, the Transfer Agent, and the Company's lawyers,
accountants, and auditors. The Company had expenses of $144,429, $212,141,
$219,450, $256,064 and $51,910 for the years ended December 31, 2001, 2000, 1999
and 1998 and for the period ended December 31, 1997, respectively. During the
six month periods ended June 30, 2002 and 2001, the Company had expenses of
$72,552 and $63,485, respectively. These expenses are expected to fluctuate in
future periods primarily based on the volume of any future disbursements on
account of Class A Membership Units and any actions the Company takes in
attempting to collect the Pension Plan Tax Reserve from Edison.
The Company and EBS Litigation, L.L.C. (another limited liability
company formed pursuant to the Plan) have agreed to indemnify the Debtors and
their present or former officers, directors and employees from and against any
losses, claims, damages or liabilities by reason of any actions arising from or
relating to the Company and any actions taken or proceeding commenced by EBS
Litigation, L.L.C. (other than with respect to any Unresolved Avoidance Claims
(as defined in the Plan) that EBS Litigation, L.L.C. may have against such
persons other than in their capacities as officers, directors or employees of
the Debtors. Pursuant to the Plan, the Company established the Indemnification
Reserve ($1.5 million) from the Pension Plan Proceeds for the benefit of these
indemnified persons, to pay their costs and expenses incurred in defending the
LLC Related Claims (as defined in the Plan). Payment of such cost and expenses
must first be sought from any applicable officers' and directors' insurance
policy and then from the Indemnification Reserve. The Company's indemnification
liability is limited to the amount of the Indemnification Reserve, i.e. an
aggregate of $1.5 million. Although to date there has not been any
indemnification claim, there can be no assurance such a claim will not be made
in the future.
10
All liabilities of the Company, including the foregoing indemnification
obligations, will be satisfied from the Company Assets.
At December 31, 2001, 2000 and 1999, the Company had cash and cash
equivalents of approximately $1.9 million. At December 31, 1998, the Company had
cash and cash equivalents of approximately $1.8 million, after approximately
$42.3 million was distributed to holders of Class A Membership Units in 1998. At
December 31, 1997, the Company had no cash or cash equivalents. At June 30,
2002, the Company had cash and cash equivalents of approximately $2.3 million,
including the unclaimed funds discussed in Note 3 to the financial statements.
When determining the amount and timing of distributions, the Manager considered,
among other things, (1) the terms of the Members Agreement governing
distributions, and (2) the anticipated amount of necessary reserves and future
administrative expenses. The amount and timing of any future distributions of
Pension Plan Proceeds will be determined by the Manager in accordance with the
terms of the Members Agreement. There can be no assurance as to the amount (if
any) of any further distributions that will be made.
In September 2000, the Company filed a motion with the United States
Bankruptcy Court, District of Delaware (the "Bankruptcy court") to reopen the
bankruptcy case of Edison Brothers Stores, Inc. for the limited purpose of
extending the term of the Company. Section 1.4 of the Company's Members
Agreement limits the Company's existence to three years subject to extension(s)
approved by the Bankruptcy Court for good cause shown. Therefore, the Company's
existence was set to expire on September 26, 2000 unless extended by the
Bankruptcy Court. In its motion, the Company argued that the Company's members
would be best served by permitting the Company to remain a going concern. The
Bankruptcy Court granted the Company's motion to extend the existence of the
Company for an additional two-year term.
On February 21, 2002, the parties executed a settlement agreement (the
"Settlement Agreement"), that was approved by the Court on March 14, 2002.
Pursuant to the Settlement Agreement, Edison agreed to distribute to the Company
cash equal to thirty-four percent (34%) of its pre-petition claim of $5,740,000
which equals $1,951,600 payable within three days after the order becomes final.
The Settlement Agreement further provides that additional distributions will be
made to the Company at such time, if ever, as the distributions to all holders
of allowed general unsecured claims against the Debtors exceed twenty-one
percent (21%) of their allowed claims. Thereafter, the Company will receive on
account of its remaining claim, distributions equal to the Company's pro rata
share (based upon its remaining claim of $3,788,400) of all distributions over
twenty-one percent (21%), on a pro rata basis with all general unsecured claims.
On May 29, 2002, the Chapter 7 Trustee of Edison Brothers Stores, Inc.
(the "Trustee") filed a Motion in the Bankruptcy Court for an Order Approving,
among other things, the sale of shares of Principal Financial Group, Inc. Stock
(the "Principal Stock"), free and clear of all liens, claims and encumbrances
(the "Motion"). On June 11, 2002, the Company filed a limited objection (the
"Limited Objection") to the Motion. In the Limited Objection, the Company sought
to preserve its rights, if any, with respect to the Principal Stock or the
proceeds thereof. On June 18, 2002, the Court granted the Motion as provided in
the Order subject to the Company's Limited Objection. In addition, the Court
indicated that the proceeds of the sale of the Principal Stock were to be held
by the Trustee in a segregated account subject to further order of the Court and
the Company's right to assert an interest in said proceeds. Further, there can
be no assurances as to the interest (if any) that the Company has in said
proceeds.
As of June 30, 2002, the balance in the Company's general operating
account was $517,078. Following satisfaction of administrative expenses, any
funds remaining on deposit will be made available for distribution to holders of
Class A Membership Units in the Company. In addition, any remaining balance of
the $1.5 million Indemnification Reserve, if any, ultimately would be available
for such distribution.
The Company is classified as a partnership for federal income tax
purposes and, therefore, does not pay any taxes. Instead, the Members pay taxes
on their proportionate share of the Company's income.
11
Quarterly Comparison
Six Months ended June 30, 2002 Compared to Six Months Ended June 30, 2001
Total income for the six months ended June 30, 2002 was $1,968,026
compared to $41,687 for the six months ended June 30, 2001. This increase is due
to the cash received by the Company as a result of the Settlement Agreement.
Total expenses increased $9,067 due primarily to an increase in legal
fees related to the negotiation and resolution of the Settlement Agreement.
12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Other than the matters discussed in Part I, Item 2 of this Quarterly
Report, the Company is not involved in any legal proceedings.
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits Description
2.1* Amended Joint Plan of Reorganization of Edison
Brothers Stores, Inc.
3.1* EBS Pension, L.L.C. Certificate of Formation
3.2* EBS Pension, L.L.C. Membership Agreement
* Incorporated by reference to the same numbered exhibit filed with the
Registrant's Registration Statement on Form 10 originally filed with the
SEC on July 29, 1998 (SEC File No. 000-24713).
(B) Reports on Form 8-K
None.
13
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.
EBS PENSION, L.L.C.
By: WELLS FARGO, BANK MINNESOTA, N.A.,
in its capacity as Manager of EBS
Pension, L.L.C.
By: /s/ Lon P. LeClair
-----------------------------------
Lon P. LeClair
Vice President
Date: August 9, 2002
14