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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 March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-24711
EBS Litigation, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware 13-3989964
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
90 Park Avenue
New York, New York 10016
(Address of principal executive offices)
(212) 682-7474
(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 May 1, 2003 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 LITIGATION, L.L.C.
Statements of Operations
For the Three Month Periods
Ended March 31, 2003 and 2002
For the three months
ended March 31,
-------------------------
2003 2002
----------- -----------
(unaudited) (unaudited)
Income:
Interest $ 1,952 $ 4,136
Defendant payment income 615,940 --
-------- ---------
Total income 617,892 4,136
======== =========
Expenses:
Legal fees 4,253 236,489
Insurance 17,551 17,260
Transfer agent and
settlement administration fees 9,500 9,500
Accounting fees 875 7,261
Manager fees 27,129 4,640
Other -- 800
-------- ---------
Total expenses 59,308 275,950
-------- ---------
Net income (loss) $558,584 $(271,814)
======== =========
Net income (loss) per unit - basic and diluted $ .056 $ (.027)
======== =========
The accompanying notes are an integral part of these financial statements.
2
EBS LITIGATION, L.L.C.
Balance Sheets
March 31, 2003 and December 31, 2002
2003 2002
----------- --------
(unaudited)
Assets
Cash and cash equivalents
Available for general operations $1,382,511 $777,938
Prepaid insurance 34,113 51,664
Interest receivable 875 706
---------- --------
Total assets $1,417,499 $830,308
========== ========
Liabilities
Accounts payable $ 6,567 $ 12,902
Accrued expenses 204,705 169,763
---------- --------
Total liabilities 211,272 182,665
---------- --------
Members' equity
Membership Units (Class A - 10,000,000 authorized, issued and
outstanding at March 31, 2003 and December 31, 2002) -- --
Retained earnings 1,206,227 647,643
---------- --------
Total members' equity 1,206,227 647,643
---------- --------
Total liabilities and members' equity $1,417,499 $830,308
========== ========
The accompanying notes are an integral part of these financial statements.
3
EBS LITIGATION, L.L.C.
Statements of Changes in Members' Equity
For the Periods Ended
March 31, 2003 and December 31, 2002
Class A
Membership Retained
Units Earnings Total
---------- ---------- ----------
Balance, January 1, 2002 10,000,000 $1,115,421 $1,115,421
Net loss -- (467,778) (467,778)
---------- ---------- ----------
Balance, December 31, 2002 10,000,000 647,643 647,643
Net income (unaudited) -- 558,584 558,584
---------- ---------- ----------
Balance, March 31, 2003 (unaudited) 10,000,000 $1,206,227 $1,206,227
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
EBS LITIGATION, L.L.C.
Statements of Cash Flows
For the Three Months Ended
March 31, 2003 and 2002
For the three months ended
March 31,
--------------------------
2003 2002
(unaudited) (unaudited)
----------- -----------
Cash flows from operating activities:
Net income (loss) $ 558,584 $ (271,814)
Reconciliation of net income (loss) to cash flows
provided by (used in) operating activities
Decrease in prepaid insurance 17,551 15,844
(Increase) decrease in interest receivable (169) 2,084
Decrease in accounts payable (6,335) --
Increase in accrued expenses 34,942 236,700
---------- ----------
Cash flows provided by (used in) operating
activities 604,573 (17,186)
---------- ----------
Net increase (decrease) in cash and cash equivalents 604,573 (17,786)
Cash and cash equivalents at beginning of period 777,938 1,209,813
---------- ----------
Cash and cash equivalents at end of period $1,382,511 $1,192,627
========== ==========
The accompanying notes are an integral part of these financial statements.
5
EBS Litigation, L.L.C.
Notes to Financial Statements
March 31, 2003 and December 31, 2002
- --------------------------------------------------------------------------------
1. Description of Business
EBS Litigation, 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's purposes are to (a) prosecute, settle
and/or liquidate the Unresolved Avoidance Claims relating to the
distribution by Edison Brothers Stores, Inc. ("Edison") of approximately
4.4 million shares of common stock of Dave & Busters, Inc. to holders of
Edison common stock in the form of a dividend and all related transactions
(the "Unresolved Avoidance Claims"), (b) receive, and administer the cash
proceeds of the Unresolved Avoidance Claims, and (c) distribute the net
proceeds to the appropriate holders of Membership Units (the "Members") in
accordance with the Members Agreement.
Section 1.4 of the Company's Members Agreement originally limited the
Company's existence to three years, subject to extension(s) approved by the
Bankruptcy Court for good cause shown. In September 2000, the Bankruptcy
Court granted the Company's motion to extend the existence of the Company
for an additional two-year term. In September 2002, the Company filed a
motion with the Bankruptcy Court to reopen the bankruptcy case of Edison
Brothers Stores, Inc. for the limited purpose of extending the term of the
Company. The Court approved the motion at that time, extending the
existence of the company for an additional two-year term.
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 principles conform to accounting principles generally accepted in the
United States of America. The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires that management make estimates and assumptions
which 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. Actual results could differ from those
estimates. Adjustments are of a normal and recurring nature.
Basis of Presentation
These financial statements include the accounts of the Company for the
periods from January 1, 2002 through December 31, 2002, January 1, 2002
through March 31, 2002 (unaudited), and January 1, 2003 through March 31,
2003 (unaudited).
Cash and Cash Equivalents
Cash and cash equivalents consist of amounts held in an account in the
Company's name at a highly-rated financial institution, whose funds are
invested in an institutional money market fund investing solely in direct
obligations of the United States Government.
The Company's cash and cash equivalents represent the sum of the aggregate
Dave and Busters, Inc. Spinoff Settlement Proceeds and the L.L.C. Funding
Amount less funds used for general operations. Any amounts not used in
general operations will be made available for future distributions to Class
A Membership Unit holders.
Accrued Expenses
Accrued expenses include amounts payable to service providers and other
vendors. Amounts are payable within one year.
Defendant Payment Revenue
Defendant payment revenue is determined on the accrual basis and represents
settlements with individual defendants of Avoidance Claims during the
period.
6
EBS Litigation, L.L.C.
Notes to Financial Statements
March 31, 2003 and December 31, 2002
- --------------------------------------------------------------------------------
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 income taxes. Instead, the Members report
their distributive share of the Company's profits and losses on their
respective income tax returns.
3. Members' Equity
On September 25, 1997, Edison transferred its rights, title and interest in
the Unresolved Avoidance Claims. In addition, as of September 25, 1997,
Edison was obligated to provide cash funding to the Company of $2.0 million
(the "LLC Funding Amount"), which was subsequently paid to the Company on
October 16, 1997. Such transfer and funding were in exchange for 10,000,000
Class B Membership Units of the Company, which represented all of the
outstanding Membership Units of the Company. On December 12, 1997, in
accordance with the Company's Members Agreement and the Plan of
Reorganization, Edison exchanged 9,064,140 Class B Membership Units for
9,064,140 Class A Membership Units of the Company and simultaneously
distributed such Class A Membership Units to holders of Allowed General
Unsecured Claims (as defined in the Plan).
During 1998, Edison exchanged 936,138 Class B Membership Units for 936,138
Class A Membership Units of the Company and simultaneously distributed such
Class A units to holders of Allowed General Unsecured Claims.
During 1998, the Company distributed $13.7 million to holders of Class A
Membership Units. In addition, $0.8 million was retained for holders of the
Class A Membership Units that were distributed in December 1998.
Also during 1998, certain Class A Membership Unit holders returned 278
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 retained earnings and were made available
for future distributions to holders of Class A Membership Units.
On February 1, 1999, the Company distributed the $0.8 million of reserved
amounts of D&B Spinoff Settlement Proceeds (as defined in the Plan) to the
holders of the Class A Membership Units that were distributed in November
and December 1998. This represents the entire amount of funds reserved for
future holders of Class A Membership Units.
The Company has not made any distributions to holders of Class A Membership
units since February 1, 1999.
4. Settlement Proceeds
On June 10 and July 2, 2002, the Company settled with two members of the
Class. (D&B stock is held by approximately 2,500 different individuals and
entities, collectively referred to as "the Class.") As a result of the
settlements, the Company collected $113,126 and $97,500, respectively, for
a total of $210,626.
On January 10, 2003, the Court approved a settlement with another member of
the Class and its related entities in the amount of $615,940. The Company
received payment on February 18, 2003.
7
EBS Litigation, L.L.C.
Notes to Financial Statements
March 31, 2003 and December 31, 2002
- --------------------------------------------------------------------------------
There can be no assurances that other members of the Class will settle or
what the terms of any other potential settlements may be.
5. Commitments and Contingencies
The Company and EBS Pension, L.L.C. ("EBS Pension") (another limited
liability company formed pursuant to the Plan) were served on March 28,
2003, with a Fourth-Party Complaint brought by the Edison Third-party
Defendants (as defined in Item 2 below) in the matter of EBS Litigation,
L.L.C. v. Barclays Global Investors, N.A., et al. C.A. No. 98-547 SLR
(Dist. Del) (the "Litigation"). Briefly, the Litigation initially brought
by the Company alleged that the Class is liable for the return of D&B stock
received by them as a distribution from Edison in 1995. The Class
subsequently brought a Third-party claim in the Litigation which alleged
that if the Class is found liable, then the Edison Third-party Defendants
are liable to the Class for all or a part of the recovery. The Fourth-party
Complaint alleges that if the Edison Third-party Defendants are found
liable in the Class Third-party claim, then pursuant to Section 5.1(f) of
the Plan which establishes the Indemnification Reserve (defined in Item 2
below) the Company and EBS Pension are liable to the Edison Third-party
Defendants for all costs and expenses the Edison Third-party Defendants
have incurred or will incur in connection with the Edison Third-party
Defendants' defense of the Class' Third-party claim and with the
prosecution of their Fourth-party Complaint.
On May 2, 2003 the Company filed an answer to the Fourth-party Complaint on
behalf of itself and EBS Pension, as codefendants, denying the allegations
of the Fourth-party Complaint. There can be no assurance as to the outcome
of this Fourth-party Complaint, or the liability of the Company, if any.
8
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,
2002, 2001, 2000, 1999 and 1998 and as of and for the periods ended December 31,
1997, January 1, 2002 through March 31, 2002 (unaudited), January 1, 2003
through March 31, 2003 (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, 2002. 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 organized
solely for the purposes of (a) prosecuting, settling and/or liquidating the
Unresolved Avoidance Claims, (b) receiving and administering the proceeds from
the Unresolved Avoidance Claims (the "Avoidance Claim Proceeds"), and (c)
distributing the net Avoidance Claim Proceeds to holders of the Company's Class
A Membership Units pursuant to the terms of the Members Agreement. The Company
commenced its activities on September 25, 1997.
On October 16, 1997, the Company received the L.L.C. Funding Amount of $2
million. The Company recognizes income from amounts received from the
prosecution, settlement and liquidation of the Unresolved Avoidance Claims. To
date, the Company has only received settlement amounts. During the period ended
December 31, 1997, the Company received approximately $10.0 million in D&B
Spinoff Settlement Proceeds. The D&B Spinoff Settlement Period was to initially
expire on October 27, 1997, at which time the Company had received approximately
$7.8 million in D&B Spinoff Settlement Proceeds. However, many defendants were
not able to accept the D&B Spinoff Settlement by the initial deadline for
reasons including, without limitation, (a) the time lag attendant to the
transmission of settlement-related documents from record holders to their
beneficial holders, and (b) the desire of certain D&B Spinoff Stockholders to
consult with counsel or other advisors prior to participating in the D&B Spinoff
Settlement. The Manager therefore decided that an extension of the D&B Spinoff
Settlement Period was in the best interests of the Company. The extension
permitted the recovery of additional D&B Settlement Proceeds of approximately
$2.2 million between October 27, 1997 and December 31, 1997, approximately $5.0
million for the year ended December 31, 1998 and none for the years ended
December 31, 2001, 2000 and 1999. For the year ended December 31, 2002, the
Company received approximately $211,000 in D&B Settlement Proceeds. During the
three months ended March 31, 2003, the Company recognized additional defendant
payment revenue in the amount $615,940. The Company expects to recognize
defendant payment revenue in future periods as the Unresolved Avoidance Claims
are prosecuted, settled further, or both. However, there can be no assurance
that the Company will recognize any further defendant payment income.
The Company also recognizes income from interest earned on Avoidance Claim
Proceeds. The Company invests Avoidance Claim Proceeds 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 with U.S.
federal or state commercial banks having primary capital of not less than $500
million. During the years ended December 31, 2002, 2001, 2000, 1999 and 1998,
and the period ended December 31, 1997, the Company recognized approximately
$13,000, $51,000, $98,000, $92,000, $388,000 and $106,000 of interest income,
respectively. During the three month periods ended March 31, 2003 and 2002, the
Company recognized approximately $1,952 and $4,136 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 Avoidance Claims Proceeds received in
the future, (3) the amounts and timing of any distributions to holders of Class
A Membership Units, and (4) the amount and timing of the Company's expenses.
9
The Company's expenses consist primarily of fees payable to the Company's
lawyers and accountants, insurance expenses, the Transfer Agent and the Manager.
The Company had expenses of approximately $691,000, $442,000, $489,000,
$299,000, $671,000 and $176,000, for the years ended December 31, 2002, 2001,
2000, 1999 and 1998, and the period ended December 31, 1997, respectively.
During the three month periods ended March 31, 2003 and 2002, the Company had
expenses of approximately $59,308 and $275,950, respectively. These expenses are
expected to fluctuate in future periods primarily based on activity in any
period in the D & B Spinoff Litigation.
Pursuant to Section 5.1(f) of the Plan, the Company and EBS Pension have
agreed to indemnify the Debtors (as defined in the Plan) 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 the Company (other than
with respect to any Unresolved Avoidance Claims that the Company may have
against such persons other than in their capacities as officers, directors or
employees of the Debtors). Indemnification must first be sought from any
applicable officers' and directors' insurance policy, and then from the $1.5
million reserve (the "Reserve") established by EBS Pension L.L.C. ("EBS
Pension"). As is discussed below, the former and current directors of Dave &
Busters, Inc. (the "D&B Third-party Defendants") have filed an indemnification
claim seeking recovery from the Reserve. There can be no assurance of the merits
of such claim or the amount, if any, that the D&B Third-party Defendants will be
able to recover. There can be no assurance that additional such claims will not
be made in the future. All liabilities of the Company, including the foregoing
indemnification obligations, will be satisfied from the Company's assets.
At December 31, 2002, 2001, 2000, 1999, 1998 and 1997, the Company had cash
and cash equivalents of approximately $778,000, $ 1.2 million, $1.5 million,
$1.9 million, $3.0 million and $12.0 million, respectively. At March 31, 2003,
the Company had cash and cash equivalents of approximately $1.4 million. During
2002, 2001 and 2000, the Company did not make any distributions to holders of
Class A Membership Units. During 1999, the Company distributed an aggregate
amount of $0.8 million to holders of Class A Membership Units. During 1998, the
Company distributed an aggregate amount of $13.7 million to holders of Class A
Membership Units. During 1997, the Company did not make any distributions to
holders of Class A Membership Units. The Company made no distributions during
the three month period ending March 31, 2003. The amount and timing of any
future distributions of Avoidance Claim Proceeds will be determined by the
Manager in accordance with the term of the Members Agreement. There can be no
assurance as to the amount (if any) of any further distributions that will be
made.
The Company's lawyers completed third-party discovery, including
depositions of former officers and directors of Edison, and third-party
discovery closed on March 31, 2000, pursuant to court order. On or about March
29, 2000, the Class Representatives (D&B Stock is held by approximately 2,500
different individuals and entities (the "Class") The Class includes Barclays
Global Investors, N.A., Greentree Partners, and Greenway Partners, which are
referred to herein as the "Class Representatives.") filed a third-party
complaint against former directors of Edison (the "Edison Third-party
Defendants") and against the D&B Third-party Defendants (collectively with
Edison Third Party Defendants, the "Third-party Defendants"). The complaint
purports to allege claims for breach of fiduciary duties, aiding and abetting
breaches of fiduciary duties, and for contribution or "subrogation." Because
these claims might have implicated the indemnification provisions described
above, the claims were reviewed in detail by the Company's lawyers, and found to
be without substantial merit. While there can be no assurances of the Company's
success, the Company intends to oppose joinder of these claims in the D & B
Spin-off Litigation (as defined in the Plan).
In June 2000, the Third-party Defendants each filed a motion to dismiss the
third-party complaints against them ("Motions to Dismiss"). The Company filed a
joinder in those Motions to Dismiss. On August 21, 2000, the Court held a
hearing on the Motions to Dismiss and other matters. By Order dated as of August
28, 2000, the Court granted the Motions to Dismiss in part, and denied them in
part. The Court dismissed the breach of fiduciary duty claims and the related
claims for aiding and abetting breach of fiduciary duty, finding the claims, if
any, barred by the statute of limitations. However, the Court denied the Motion
to Dismiss the purported contribution and/or "subrogation" claim. Because of
certain inconsistencies in the Court's rulings, the Third-party Defendants moved
for clarification, reconsideration, or in the alternative, interlocutory
(immediate) appeal ("Motions for Reconsideration"). The Company filed a limited
joinder in those Motions for Reconsideration, and the Class filed its
opposition. The Court granted the motion for interlocutory appeal.
10
In July 2000, the Class Representatives also filed a Motion to Amend the
Order Certifying the Defendant Class ("Motion to Amend"). In this Motion to
Amend, the Class Representatives seek to add absent class members as named class
representatives. The Company opposed this Motion to Amend on the grounds that:
(i) the Class Representatives should not have been represented by Class Counsel
in the Motion to Amend against absent class members; (ii) there was no showing
of need to add named class representatives; and (iii) the adding of certain
absent class members as named class representatives could create unnecessary
conflicts for the Company's lawyers to the substantial prejudice of the Company.
Two of the proposed named class representatives, Mellon Bank and Boston Safe
Deposit, related entities, filed substantive objections to the Motion to Amend
on similar grounds. On August 21, 2000, the Court heard argument on the issues
presented by the Motion to Amend and took the matter under advisement. The Court
has not indicated when it will rule on the Motion to Amend.
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 January 22 and 23, 2002, the D&B Spinoff Litigation was tried before
Judge Robinson in the United States District Court for the district of Delaware.
The Company continues to prosecute the D&B Spinoff Litigation vigorously, and to
pursue the maximum available recoveries. There can be no assurances as to the
Company's ultimate total recovery given the uncertainties associated with
litigation.
In June and July 2002, the Company settled with two members of the Class.
As a result of the settlements the Company collected approximately $210,626.
There can be no assurances that other members of the Class will settle or what
the terms of any other potential settlements may be.
In September 2002, the Company filed a motion with the Bankruptcy Court to
reopen the bankruptcy case of Edison Brothers Stores, Inc. for the limited
purpose of extending the term of the Company. As mentioned above, Section 1.4 of
the Company's Members Agreement originally limited the Company's existence to
three years subject to extension(s) approved by the Bankruptcy Court for good
cause shown. In September 2002, the Bankruptcy Court granted the Company's
motion to extend the existence of the Company for an additional two-year term.
After the January 2002 trial, on September 18, 2002, the United States
Court of Appeals for the Third Circuit (the "Third Circuit") issued a decision
of the Class's interlocutory appeal on Judge Robinson's decision dismissing
their third party claims against the Third-party Defendants. The Third Circuit
reversed Judge Robinson's dismissal and remanded that portion of the case back
to the District Court. No decision from that trial has been rendered.
On January 10, 2003, the Bankruptcy Court approved a settlement with
another member of the Class in the amount of $615,940. The Company received
payment on February 18, 2003. There can be no assurances that other members of
the Class will settle or what the terms of any other potential settlements may
be.
In February 2003, the District Court referred the D&B Spinoff Litigation to
mediation before a magistrate judge. Mediation began on March 28, 2003. The
mediation involves all claims: the Company's claim against the Class, the
Class's third party claims against the Third-party Defendants, as well as the
fourth party indemnification claims brought by the D&B Third-party Defendants
against the Company. The mediation is expected to be continued at a mediation
conference to take place on May 14, 2003. The can be no assurances as to the
outcome any of the claims as a result of the mediation.
On March 28, 2003, the Company and EBS Pension were served with a Fourth
Party Complaint brought by the D&B Third-party Defendants. The Fourth Party
Complaint asserts that if the D&B Third-party Defendants are
11
found liable in the Third Party claim, then pursuant to Section 5.1(f) of the
Plan establishing the Indemnification Reserve mentioned above, the Company and
EBS Pension are liable to the Third-party Defendants for all costs and expenses
they have incurred or will incur in connection with the defense of the Third
Party claim and with the prosecution of their Fourth Party Complaint. On May 2,
2003, the Company filed an answer to the Fourth Party Complaint on behalf of
itself and EBS Pension, as codefendants, denying the allegations of the Fourth
Party Complaint. There can be no assurances as to the outcome of this Fourth
Party Complaint, or the liability of the Company, if any.
The Company is classified as a partnership for federal income tax purposes
and, therefore, does not pay taxes. Instead, the Members pay taxes on their
proportionate share of the Company's income.
Quarterly Results
Three Months Ended March 31, 2003 Compared to the Three Months Ended March 31,
2002
Total income for the three months ended March 31, 2003 and 2002, was
$617,892 and $4,136, respectively. This increase is due primarily to the
collection of the settlement proceeds mentioned above.
Total expenses decreased for the three months ended March 31, 2003, as
compared to the three months ended March 31, 2002, by $216,642 due primarily to
a decrease in legal fees
Item 4 Controls and Procedures
The Company maintains a set of disclosure controls and procedures designed
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Securities and Exchange Act of 1934 is
recorded, processed, summarized and reported with the time periods specified in
the Securities and Exchange Commission rules and forms. Within the 90-day period
prior to filing of this report, an evaluation was carried out under the
supervision and with the participation of the Company's management of the
effectiveness of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management has concluded that the Company's disclosure
controls and procedures are effective.
Subsequent to the date of their evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls.
12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Other than the D&B Spinoff Litigation referenced elsewhere herein, 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 Litigation, L.L.C. Certificate of Formation
3.2* EBS Litigation, 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. 000-24711).
(b) Reports on Form 8-K
On March 14, 2003, the Company filed a current report
on Form 8-K under Item 9 (Regulation FD Disclosure)
providing for the Company's Manager's certification
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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 LITIGATION, L.L.C.
/s/ Peter N. Wang
-----------------------------------
Peter N. Wang, Manager
Date: May 15, 2003
14
CERTIFICATIONS
I, Peter N. Wang, as Manager of EBS Litigation, L.L.C., hereby certify that:
1. I have reviewed this quarterly report on Form 10-Q of EBS Litigation,
L.L.C.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003
/s/ Peter N. Wang
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Peter N. Wang, Manager