<PAGE>

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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               ----------------

                                   FORM 10-K

                               ----------------

  [X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2000

                                      OR

  [_]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                         OF THE SECURITIES 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 Identification
            incorporation)                             Number)

                       Wells Fargo Bank Minnesota, N.A.
                        Sixth and Marquette: N9303-120
                         Minneapolis, Minnesota 55479
                   (Address of principal executive offices)

Registrant's telephone number, including area code (612) 667-4803

Securities registered pursuant to Section 12(b) of the Act:

                                     None

Securities registered pursuant to Section 12(g) of the Act:

                           Class A Membership Units
                               (Title of class)

   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 [_]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

   There is no aggregate market value of the registrant's Class A Membership
Units held by nonaffiliates of the registrant as of December 31, 2000. Book
value of the registrant's Class A Membership Units as of December 31, 2000 was
approximately $1.4 million.

   There were 10,000,000 Class A Membership Units outstanding as of March 15,
2001.

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<PAGE>

                                    PART I

Item 1--Business

   Unless otherwise noted, references to the "Company" shall mean EBS Pension,
L.L.C., a Delaware limited liability company.

Background

   On September 9, 1997, the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court") entered an order in accordance with
section 1129 of the Bankruptcy Code, 11 U.S.C. (S)(S) 101-1330, et seq., (the
"Bankruptcy Code") confirming the Amended Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code (the "Plan") filed by Edison Brothers
Stores, Inc. ("Edison") and its affiliated debtors in possession (collectively
with Edison, the "Debtors"). The Plan became effective on September 26, 1997
(the "Effective Date").

   The Company was established pursuant to the Plan and the EBS Pension,
L.L.C. Members Agreement (the "Members Agreement"). Under the Plan, each
holder of an Allowed General Unsecured Claim (as defined in the Plan) against
Edison was entitled to receive a distribution on account of such claims, which
distribution included, among other things, the holder's pro rata share of
Class A Membership Units in the Company. The initial distribution date under
the Plan occurred on or about December 12, 1997. Accordingly, in late December
of 1997, holders of Allowed General Unsecured Claims began receiving
membership certificates evidencing their ownership of Class A Membership Units
in the Company. As of December 31, 2000 there were 10,000,000 Class A
Membership Units and 0 Class B Membership Units of the Company issued and
outstanding.

   The Plan further provided for the Debtors' transfer to the Company of their
right to receive the Pension Plan Proceeds, which the Plan defines as the cash
proceeds (the "Pension Plan Proceeds") to be received by the Debtors as a
result of the termination of the Edison Brothers Stores, Inc. Pension Plan,
(the "Pension Plan"), net of (a) the Pension Plan assets transferred to a
qualified replacement pension plan; (b) all costs, fees and expenses
(collectively, the "Pension Plan Termination Costs") relating to termination
of the Pension Plan and establishment of the replacement plan; and (c) all
applicable taxes incurred, or for which a reserve (the "Pension Plan Tax
Reserve") is established by Edison, in connection with termination of the
Pension Plan. The Pension Plan assets are the residual assets from the Pension
Plan. The Pension Plan was created for the purpose of providing pension
benefits to the employees of Edison. The Pension Plan was terminated by Edison
pursuant to an order of the Bankruptcy Court. Pursuant to the Plan, upon
termination of the Pension Plan, after (1) the liabilities of the Plan were
paid, (2) the required excise taxes were paid and the Pension Plan Tax Reserve
was established, (3) a replacement pension plan for the employees of Edison
was funded, and (4) the Pension Plan Termination Costs were paid, the residual
assets, i.e., the Pension Plan Proceeds, were distributed to the Company.

Company Formation and Summary of Certain Provisions of the Members Agreement

 Formation

   In accordance with the Plan, the Certificate of Formation of the Company
was filed on September 24, 1997 with the office of the Delaware Secretary of
State, for the purpose of forming the Company as a limited liability company
under the provisions and subject to the requirements of the State of Delaware,
in particular the Delaware Limited Liability Company Act, Del. Code Ann.
tit.6, ch. 18 (the "Delaware Act"). The Certificate of Formation became
effective, thereby providing for the formation of the Company, on September
25, 1997 (the "Inception Date").

 Purposes

   The Company is organized solely for the purposes of (a) receiving and
administering the "Company Assets," which the Members Agreement defines as all
Pension Plan Proceeds as well as any other property or proceeds acquired by
the Company and; (b) distributing the Company Assets to holders of Membership
Units

                                       2
<PAGE>

pursuant to the terms of the Members Agreement. The Company has no objective
to engage in the conduct of any other trade or business. In essence, then, the
Company constitutes a vehicle for receiving the Pension Plan Proceeds and then
allocating and distributing all net funds to holders of Membership Units in
the Company.

 Administration and the Manager

   The Company has no employees. The affairs of the Company are managed by the
Manager. The Manager of the Company, as duly designated by the Official
Committee of Unsecured Creditors appointed in the Debtors' Chapter 11 Case
(the "Creditors' Committee"), is Wells Fargo Bank Minnesota, N.A. (formerly
known as, Norwest Bank Minnesota, N.A.) (in such capacity, the "Manager"). As
contemplated by the Members Agreement, the principal office of the Company is
maintained at the principal office of the Manager, which is located at Sixth
and Marquette: N9303-120, Minneapolis, Minnesota 55479, Attn: Lon P. LeClair.
The telephone number is (612) 667-4803.

   In furtherance of the Company's purposes and subject to the retained
jurisdiction of the Bankruptcy Court as provided for in the Plan, the Manager
is to make continuing efforts to (1) receive the Pension Plan Proceeds, and
(2) make distributions of any Pension Plan Proceeds to the Members, in each
case in an expeditious but orderly manner intended reasonably to maximize the
value of such distributions to the Members, but subject to the judgment and
discretion of the Manager and the provisions of the Members Agreement. The
Manager is not liable to the Company or to any Member for any action or
inaction, except in the case of its willful breach of a material provision of
the Members Agreement or gross negligence in connection with the performance
of its duties under the Members Agreement.

   The Manager is empowered to retain such independent experts and advisors
(including, but not limited to, law firms, tax advisors, consultants, or other
professionals) as the Manager may select to aid in the performance of its
duties and responsibilities and to perform such other functions as may be
appropriate in furtherance of the intent and purposes of the Members
Agreement. The Manager has selected the law firm of Jones, Day, Reavis & Pogue
("Jones Day") to serve as counsel to the Company. Prior to the Effective Date,
Jones Day served as counsel to the Creditors' Committee. The Manager has
selected PricewaterhouseCoopers LLP to provide the Company with financial
reporting and consulting services as well as tax-related services. The
Manager, who also serves as the Disbursing Agent under the Plan and the
Transfer Agent under the Members Agreement, maintains the ownership registers
of the Company, coordinates distributions to Members of the Company and
performs related administrative duties. Rubin, Brown, Gornstein & Co., LLP
serves as the Company's independent auditors.

   The Members Agreement also requires the Manager to designate one of the
Members as the "Tax Matters Partner" (as defined in the Section 6231 of the
Internal Revenue Code). The Tax Matters Partner is required to represent the
Company (at the Company's expense) in connection with all examinations of the
Company's affairs by tax authorities and to expend Company funds for
professional services associated therewith. The Tax Matters Partner also
arranges for the preparation and timely filing of all returns required to be
filed by the Company and the distribution of Form K-1 or other similar forms
to all Members. In accordance with the Members Agreement, the Manager has
designated Citibank, N.A., through its authorized representative Randolph I.
Thornton, Jr., to serve as the Tax Matters Partner of the Company.

   Subject to the retained jurisdiction of the Bankruptcy Court as provided
for in the Plan, but without prior or further authorization, the Manager may
control and exercise authority over the Company Assets, over the acquisition,
management and disposition thereof and over the management and conduct of the
Company to the extent necessary to enable the Manager to fulfill the intent
and purposes of the Members Agreement. No person dealing with the Company is
obligated to inquire into the authority of the Manager in connection with the
acquisition, management or disposition of the Company Assets. In connection
with the administration of the Company Assets and the management of the
Company's affairs, the Manager has the power to take any and all actions as,
in the Manager's sole discretion, are necessary or advisable to effectuate the
purposes of the Company. The Manager may not at any time, on behalf of the
Company or the Members, enter into or engage in any trade

                                       3
<PAGE>

or business, and no part of the Company Assets will be used or disposed of by
the Manager in furtherance of any such trade or business. All decisions and
actions taken by the Manager under the authority of the Members Agreement will
be binding upon all of the Members and the Company. Without the consent of all
of the Members, the Manager may not (1) take any action in contravention of
the Members Agreement; (2) take any action which would make it impossible to
carry on the activities of the Company; or (3) possess property of the Company
or assign the Company's rights in specific property for other than Company
purposes.

 Term of the Company; Dissolution

   The Company's existence was originally scheduled to terminate (unless
dissolved earlier) on September 26, 2000 (the third anniversary of the
Effective Date). However, the Manager (with the approval of Bankruptcy Court)
extended the Company's existence until September 26, 2002. At the end of this
period, if the Company Assets have not been fully liquidated and distributed
or all Disputed General Unsecured Claims (as defined in the Plan) have not
been resolved then the Company's existence may be extended for another two
year period. The Company may also be earlier dissolved because of an
adjudication of the Bankruptcy Court or because of the unanimous written
consent of all Members. In the event of the Company's dissolution, following
the payment of, or provision for, all debts and liabilities of the Company and
all expenses of liquidation, and subject to the right of the Liquidating Agent
(as defined in the Members Agreement) to set up reasonable cash reserves for
any contingent or unforeseen liabilities or obligations of the Company, all
assets of the Company (or the proceeds thereof) will be distributed to the
Members in accordance with their respective Capital Account balances. No
Member will have any recourse against Edison or any other Member for any
distributions with respect to such Member's Capital Account balances.

Operations Of The Company Since Its Formation

 The Pension Plan Refund

   The Pension Plan was terminated as of May 31, 1997. Data provided to the
Company by Edison indicates that Edison received a cash refund of $51.41
million on account of the Pension Plan termination. After deducting Pension
Plan Termination Costs of $1.68 million and establishing a Pension Plan Tax
Reserve of $5.7 million, on January 23, 1998, Edison remitted Pension Plan
Proceeds totaling $43,985,315.40 to the Company.

 Initial Distribution to Members

   The Members Agreement obligates the Manager to facilitate the prompt
distribution of Pension Plan Proceeds to holders of Class A Membership Units
in the Company. Accordingly, on February 13, 1998, the Manager, after
establishing the reserves and making the calculations discussed below,
distributed the aggregate sum of $39,427,156 to 1,337 certificated holders of
record of Class A Membership Units as of February 11, 1998. This aggregate
distribution was calculated as follows:

<TABLE>
<CAPTION>
      Total Pension Plan Proceeds Received......................... $43,985,315
      <S>                                                           <C>
      January Interest Earned...................................... $    35,197
      TOTAL FUNDS ON DEPOSIT (2/11/98)............................. $44,020,512
      less:
      Reserve for Litigation Indemnification....................... $ 1,500,000
      Reserve for Administrative Expenses.......................... $   300,000
      Tax Distribution to Edison................................... $       959
      TOTAL AMOUNT AVAILABLE FOR FIRST DISTRIBUTION TO MEMBERS..... $42,219,553
      less:
      Reserve for Disputed Claims and Claims Not Yet Eligible for
       Distribution................................................ $ 2,792,397
      TOTAL DISTRIBUTED TO HOLDERS OF CLASS A MEMBERSHIP UNITS ON
       FEBRUARY 13, 1998........................................... $39,427,156
</TABLE>


                                       4
<PAGE>

   The reserve for litigation indemnification (the "Indemnification Reserve")
was established in accordance with the Plan and the Members Agreement. See
"Item 2. Financial Information--Management's Discussion and Analysis of
Financial Condition and Results of Operations."

   As of December 31, 1998, the balance in the Company's operating account was
$286,927. Following satisfaction of administrative expenses, any funds
remaining on deposit were made available for distribution to holders of Class
A Membership Units in the Company.

   An additional potential component of a future distribution is the Pension
Plan Tax Reserve currently being held by Edison. In connection with the
termination of the Pension Plan, Edison sought a private letter ruling (the
"Tax Ruling") from the Internal Revenue Service ("IRS") to the effect that any
income realized by Edison as a result of the Pension Plan termination will be
available to offset certain deductions realized by the Debtors in the same
taxable year. On September 28, 1998, the IRS issued the Tax Ruling. The
Company was advised that as a result of the Tax Ruling, there are no
additional taxes to be paid by Edison in connection with termination of the
Pension Plan.

   On March 9, 1999, Edison filed a voluntary petition for relief under the
provisions of Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware. In its petition, Edison listed
the Company among its largest unsecured creditors with a claim totaling
approximately $5.7 million. The claim stems from Edison's retention of the
Pension Plan Tax Reserve.

   A meeting of Edison's largest creditors convened on Friday, March 19, 1999
at the office of the United States Trustee for the District of Delaware (the
"United States Trustee"). At this meeting, the United States Trustee appointed
representatives of creditors to the Official Creditors' Committee (the "1999
Committee"). The Company was not appointed to the Committee.

   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. 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.

   In August 1999, the Company received returned distributions totaling
approximately $225,000 (as of December 2000, that amount has increased to
approximately $262,000 due to more returned distributions). Pursuant to the
Company's Members' Agreement, for the past 18 months, the Manager has made
attempts to distribute these funds to the respective members. Currently, the
funds are being held by the Company, available for the respective members to
claim. Any unclaimed funds will eventually escheat to the state in which they
were disbursed according to that state's statutory period for unclaimed
property.

   As of December 31, 1999, the balance in the Company's operating account was
$144,200. Following satisfaction of administrative expenses, any funds
remaining on deposit were made available for distribution to holders of Class
A Membership Units in the Company.

   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 Alan M. Jacobs as Chapter 11 Trustee in the Debtors'
chapter 11 cases. The Bankruptcy Court granted the application on the same
day. Thereafter, on

                                       5
<PAGE>

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.

   As mentioned above, in September 2000, the Company filed a motion with the
United States Bankruptcy Court, District of Delaware 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 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 have filed
and served the appropriate pleadings in accordance with the Scheduling
Stipulation and currently are waiting for a ruling from the Bankruptcy Court.

   As of December 31, 2000, the balance in the Company's operating account was
$145,277. 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.

Item 2--Properties

   The Company does not own or lease any property.

Item 3--Legal Proceedings

   Other than the proceedings described in Item 1 of this Annual Report on
Form 10-K, the Company is not involved in any legal proceedings.

Item 4--Submission of Matters to a Vote of Security-Holders

   No matters were submitted to holders of Membership Units for vote during
the fiscal year ended December 31, 2000.

                                    PART II

Item 5--Market for Registrant's Common Equity and Related Stockholder Matters

   There is no established public trading market for the Company's Class A
Membership Units. As of December 31, 2000, there were 2,043 certified holders
of record of the Class A Membership Units. See Item 12--"Security Ownership of
Certain Beneficial Owners and Management" for more information.

                                       6
<PAGE>

Item 6--Selected Financial Data

   The following table sets forth selected financial information of the
Company as of and for the years ended December 31, 2000, 1999 and 1998 and as
of and for the period ended December 31, 1997 since the Inception Date. The
selected financial data as of and for the years ended December 31, 2000, 1999
and 1998 and as of and for the period ended December 31, 1997 has been derived
from the Company's financial statements, which were audited by Rubin, Brown,
Gornstein & Co., LLP. The following information should be read in conjunction
with the Company's financial statements and notes thereto included elsewhere
herein and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," presented below.

<TABLE>
<CAPTION>
                             Year ended   Year ended   Year ended    Period ended
                            December 31, December 31, December 31,   December 31,
                                2000         1999         1998         1997(1)
                            ------------ ------------ ------------   ------------
<S>                         <C>          <C>          <C>            <C>
Operating Statement Data:
Interest income...........     103,917       80,314      321,488               0
General and administrative
 expenses.................     212,141      219,450      256,064          51,910
Net (loss) income.........    (108,224)    (139,136)      65,424         (51,910)
Distribution per Class A
 Membership Unit..........           0            0         4.23(2)            0

Balance Sheet Data (at
 period end):
Cash......................   1,907,334    1,869,218    1,786,927               0
Interest receivable.......       9,202        7,436       14,313               0
Due from Edison...........           0            0            0      43,985,315
Total assets..............   1,916,536    1,876,654    1,801,240      43,985,315
Distribution payable......     262,057      225,018            0               0
Accrued expenses..........     220,833      109,766      120,234          51,910
Members' equity...........   1,433,646    1,541,870    1,681,006      43,933,405
</TABLE>
--------
(1) The Company's inception date was September 25, 1997.
(2) This represents an average distribution made per Class A Membership Unit
    during the year. Actual distributions to Class A Membership Unit holders
    may differ. The following includes a detailed discussion of the
    distributions made during the year. During February 1998, the Company
    distributed $39.4 million of the initial proceeds received from Edison to
    the holders of the 9,338,601 Class A Membership Units that were
    outstanding at the date of distribution. During June 1998, the Company
    distributed $0.6 million of reserved amounts to the holders of the 128,337
    Class A Membership Units that were distributed in June 1998. During
    November and December 1998, Edison exchanged a total of 533,062 Class B
    Membership Units for 533,062 Class A Membership Units of the Company and
    simultaneously distributed such Class A Membership Units to holders of
    Allowed General Unsecured Claims that had not previously received Class A
    Membership Units. On December 31, 1998, the Company distributed $2.3
    million of reserved amounts to holders of the Class A Membership Units of
    record that were distributed in exchange for Class B Membership Units in
    November and December 1998.

                                       7
<PAGE>

Item 7--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, 2000, 1999 and 1998 and as of and for the period ended December 31, 1997,
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. This discussion contains certain forward-looking statements
which 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

   The Company, which was formed pursuant to the Plan and the Members
Agreement, is a limited purpose entity which may not engage in any business.
The Company 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 the 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 year ended December 31, 2000, the Company recognized $103,917 of interest
income. During the year ended December 31, 1999, the Company recognized
$80,314 of interest income. During the year ended December 31, 1998, the
Company recognized $321,488 of interest income. 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. 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 (described below), (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. The Company may in the future receive funds currently held
in the Pension Plan Tax Reserve, aggregating approximately $5.7 million. The
parties have filed and served the appropriate pleadings in accordance with the
Scheduling Stipulation, as mentioned above in Item 1, and currently are
waiting for a ruling from the Bankruptcy Court with regard to the Pension Plan
Tax Reserve. There can be no assurance, however, that any funds will be
distributed to the Company from the Pension Plan Tax Reserve.

   The Company's general and administrative expenses consist primarily of fees
payable to the Transfer Agent, the Manager, and the Company's lawyers,
accountants and auditors. The Company had expenses of $212,141, $219,450,
$256,064 and $51,910 for the years ended December 31, 2000, 1999 and 1998 and
for the period ended December 31, 1997, 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 obtain 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
Litigation 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

                                       8
<PAGE>

directors' insurance policy and then from the Indemnification Reserve. The
Company's indemnification liability is limited to the amount of the Litigation
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. All liabilities of the Company, including the
foregoing indemnification obligations, will be satisfied from the Company
Assets.

   At December 31, 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. 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.

   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.

                                       9
<PAGE>

Item 8--Financial Statements

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

                         Independent Auditors' Report

                      Rubin, Brown, Gornstein & Co., LLP
                           230 South Bemiston Avenue
                              St. Louis, MO 63105

Members
EBS Pension, L.L.C.

   We have audited the accompanying balance sheet of EBS Pension, L.L.C., a
Delaware limited liability company, as of December 31, 2000 and 1999 and the
related statements of operations, changes in members' equity and cash flows
for the years ended December 31, 2000, 1999 and 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

   We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of EBS Pension, L.L.C. as of
December 31, 2000 and 1999, and the results of its operations and its cash
flows for the years ended December 31, 2000, 1999 and 1998, in conformity with
generally accepted accounting principles.

                                            /s/ Rubin, Brown, Gornstein & Co.,
                                                            LLP
                                            ___________________________________
                                            Rubin, Brown, Gornstein & Co., LLP

February 28, 2001

                                      10
<PAGE>

                              EBS Pension, L.L.C.

                                 Balance Sheet

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                            December 31,
                                                        ----------------------
                                                           2000        1999
                                                        ----------  ----------
Assets
------
<S>                                                     <C>         <C>
Cash and cash equivalents
  Available for general operations....................  $  145,277  $  144,200
  Returned member distributions.......................     262,057     225,018
  Available for anticipated cost of legal
   indemnification of officers........................   1,500,000   1,500,000
Interest receivable...................................       9,202       7,436
                                                        ----------  ----------
    Total assets......................................  $1,916,536  $1,876,654
                                                        ==========  ==========
<CAPTION>
Liabilities
-----------
<S>                                                     <C>         <C>
Distribution payable..................................  $  262,057  $  225,018
Accrued expenses......................................     220,833     109,766
                                                        ----------  ----------
    Total liabilities.................................     482,890     334,784
                                                        ----------  ----------
<CAPTION>
Members' equity:
----------------
<S>                                                     <C>         <C>
Membership Units (Class A--10,000,000 authorized,
 issued and outstanding at December 31, 2000 and 1999,
 Class B--0 authorized, issued and outstanding at
 December 31, 2000 and 1999)
Paid-in capital.......................................   1,667,492   1,667,492
Retained deficit......................................    (233,846)   (125,622)
                                                        ----------  ----------
    Total members' equity.............................   1,433,646   1,541,870
                                                        ----------  ----------
    Total liabilities and members' equity.............  $1,916,536  $1,876,654
                                                        ==========  ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       11
<PAGE>

                              EBS Pension, L.L.C.

                            Statements of Operations

              For the Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                 For the years ended December
                                                             31,
                                                 ------------------------------
                                                   2000       1999       1998
                                                 ---------  ---------  --------
<S>                                              <C>        <C>        <C>
Income:
  Interest...................................... $ 103,917  $  80,314  $321,488
                                                 ---------  ---------  --------
    Total income................................ $ 103,917  $  80,314  $321,488
                                                 ---------  ---------  --------
Expenses:
  Legal fees.................................... $  63,798  $  64,310  $ 82,600
  Manager fees..................................    50,141     49,730    63,565
  Transfer agent and administration fees........    48,000     65,724    71,060
  Accounting fees...............................    46,002     28,000    37,000
  Other.........................................     4,200     11,686     1,839
                                                 ---------  ---------  --------
    Total expenses..............................   212,141    219,450   256,064
                                                 ---------  ---------  --------
  Net (loss) income............................. $(108,224) $(139,136) $ 65,424
                                                 =========  =========  ========
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                       12
<PAGE>

                              EBS Pension, L.L.C.

                    Statement of Changes in Members' Equity

              For the Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                          Class A     Class B
                         Membership  Membership   Paid-in     Retained
                           Units       Units      Capital     Earnings      Total
                         ----------  ---------- ------------  ---------  ------------
<S>                      <C>         <C>        <C>           <C>        <C>
Balance, January 1,
 1998...................  9,058,041    941,959  $ 43,985,315  $ (51,910) $ 43,933,405
Capital distribution....        --         --    (42,318,251)       --    (42,318,251)
Units transferred.......    942,238   (942,238)          --         --            --
Units and proceeds
 returned from June
 distribution...........       (279)       279           428        --            428
Current year income.....        --         --            --      65,424        65,424
                         ----------   --------  ------------  ---------  ------------
Balance, December 31,
 1998................... 10,000,000        --      1,667,492     13,514     1,681,006
Current year loss.......        --         --            --    (139,136)     (139,136)
                         ----------   --------  ------------  ---------  ------------
Balance, December 31,
 1999................... 10,000,000        --      1,667,492   (125,622)    1,541,870
Current year loss.......        --         --            --    (108,224)     (108,224)
                         ----------   --------  ------------  ---------  ------------
Balance, December 31,
 2000................... 10,000,000        --   $  1,667,492  $(233,846) $  1,433,646
                         ==========   ========  ============  =========  ============
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                       13
<PAGE>

                              EBS Pension, L.L.C.

                            Statement of Cash Flows

              For the Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                             For the years ended December 31,
                                            ------------------------------------
                                               2000        1999         1998
                                            ----------  ----------  ------------
<S>                                         <C>         <C>         <C>
Cash flows from operating activities:
  Net (loss) income.......................  $ (108,224) $ (139,136) $     65,424
  Reconciliation of net (loss) income to
   cash flows provided by (used in)
   operating activities:
  Decrease in due from Edison Brothers,
   Inc....................................         --          --     43,985,315
  (Increase) decrease in interest
   receivable.............................      (1,766)      6,877       (14,313)
  Increase (decrease) in liabilities......     111,067     (10,468)       68,324
                                            ----------  ----------  ------------
    Cash flows provided by (used in)
     operating activities.................       1,077    (142,727)   44,104,750
                                            ----------  ----------  ------------
Cash flows from financing activities:
  Proceeds from canceled checks...........      37,039     225,018           --
  Capital distribution, net...............         --          --    (42,317,823)
                                            ----------  ----------  ------------
    Cash flows provided by (used in)
     financing activities.................      37,039     225,018   (42,317,823)
Net increase in cash and cash equivalents.      38,116      82,291     1,786,927
Cash and cash equivalents at beginning of
 period...................................   1,869,218   1,786,927           --
                                            ----------  ----------  ------------
Cash and cash equivalents at end of
 period...................................  $1,907,334  $1,869,218  $  1,786,927
                                            ==========  ==========  ============
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                       14
<PAGE>

                              EBS Pension, L.L.C.

                         Notes To Financial Statements

                          December 31, 2000 and 1999

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
principles conform to generally accepted accounting principles. The
preparation of financial statements in conformity with generally accepted
accounting principles 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, 1998 through December 31, 1998, January 1, 1999
through December 31, 1999, and January 1, 2000 through December 31, 2000.

 Cash and Cash Equivalents

   Cash 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.

                                      15
<PAGE>

                              EBS Pension, L.L.C.

                  Notes To Financial Statements--(Continued)


 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.

3. Distribution Payable

   Through December 2000, a total of $262,057 of proceeds distributed to
Members in February 1998 were returned as the checks issued did not clear the
bank. 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. To date, however, Edison has not released
the funds held in the Pension Plan Tax Reserve to the Company. Some portion of
the Pension Plan Tax Reserve may ultimately be distributed by Edison to the
Company. The amount of such distribution (if any), however, cannot be
determined at this time. 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, 1991. 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. At December 31, 1999,
Edison has no Class B Membership Units.

   In August 1999, $225,018 of proceeds distributed to Members in February
1998 were returned as the checks issued did not clear the bank. In June 2000,
$37,039 of proceeds distributed to Members in February 1998 were returned as
the checks issued did not clear the bank. See Note 3 above for further
discussion.

                                      16
<PAGE>

                              EBS Pension, L.L.C.

                  Notes To Financial Statements--(Continued)


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. The Company has continued to pursue the receipt of
these proceeds in fiscal 2000, however no judgement as to the amount, if any,
to be received has been made at this time.

   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.

   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 Alan M. Jacob as 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 have filed
and served the appropriate pleadings in accordance with the Scheduling
Stipulation and currently are waiting for a ruling from the Bankruptcy Court.

                                      17
<PAGE>

Item 9--Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

   None.

                                   PART III

Item 10--Directors and Executive Officers of the Registrant

   The Company has no directors and the Manager, Wells Fargo Bank Minnesota,
N.A., acts as the Company's sole executive officer. The Manager may resign at
any time or be removed by the Designation Members (defined below), with or
without cause, at any time, such resignation or removal to be effective upon
the appointment of a successor Manager. In the event of the resignation or
removal of the Manager, the Designation Members may appoint a successor
Manager that is not affiliated with Edison. If such appointment does not occur
within 90 days, the Manager may petition the Bankruptcy Court for the
appointment of a successor Trustee. The "Designation Members" means the three
Members who, at the applicable date for any action to be taken by Designation
Members, constitute the holders of record of the three largest amounts of
Class A Membership Units provided that (1) affiliated persons are treated as a
single person for these purposes; (2) no affiliate of Edison may be a
Designation Member; and (3) any person may notify the Company that it does not
wish to be a Designation Member. See Item 1--Business "Administration and
Manager" for further discussion.

Item 11--Executive Compensation

   The Manager is to receive reasonable compensation for services rendered to
and on behalf of the Company, as well as reimbursement for the reasonable
expenses incurred in connection with the performance of its duties under the
Members Agreement. With respect to services rendered during the year ended
December 31, 2000, the Company accrued expenses of approximately $50,000 for
services rendered by, and reimbursements due to, the Manager.

   With respect to services rendered during the year ended December 31, 1999,
the Company accrued expenses of approximately $50,000 for services rendered
by, and reimbursements due to, the Manager. With respect to services rendered
during the year ended December 31, 1998, the Company paid approximately
$64,000 for services rendered by, and reimbursements due to, the Manager. With
respect to services rendered from the Inception Date to December 31, 1997, the
Company did not accrue for such services rendered by the Manager, as this
amount was not yet determined.

Item 12--Security Ownership of Certain Beneficial Owners and Management

   The following table sets forth certain information regarding the
certificated ownership of the Company's Class A Membership Units of persons
owning more than five percent of the outstanding Class A Membership Units as
of December 31, 2000. The Manager of the Company owns 115 Class A Membership
Units.

<TABLE>
<CAPTION>
                                      Number of
                                       Class A
  Name and Address of Certificated    Membership Nature of Certificated
               Owner                    Units          Ownership        Percent
  --------------------------------    ---------- ---------------------- -------
<S>                                   <C>        <C>                    <C>
Swiss Bank Corporation..............  1,603,998  Sole Voting/Investment  16.0%
Citibank, N.A. .....................    841,524  Sole Voting/Investment   8.4%
Loeb Partners Corporation...........  1,184,616  Sole Voting/Investment  11.8%
Caspian Capital Partners, LP........    701,156  Sole Voting/Investment   7.0%
Contrarian Capital Advisors, L.L.C.
 ...................................    682,517  Sole Voting/Investment   6.8%
Morgens Waterfall Overseas Partners.    657,578  Sole Voting/Investment   6.6%
</TABLE>

                                      18
<PAGE>

Item 13--Certain Relationships and Related Transactions

   The Manager of the Company is the same financial institution that holds the
Company's cash and cash equivalents.

                                    PART IV

Item 14--Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)  1.  The following financial statements and the report thereon of Rubin,
   Brown, Gornstein & Co., LLP are included in Item 8 of this report:

       Report of Independent Public Accountants

       Balance Sheets as of December 31, 2000 and 1999

       Statements of Operations for the Years Ended December 31, 2000, 1999
    and 1998

       Statements of Changes in Members' Equity for the Years Ended
    December 31, 2000, 1999 and  1998

       Statements of Cash Flows for the Years Ended December 31, 2000, 1999
    and 1998

       Notes to Financial Statements

   2.  Financial Statement Schedules:

      All schedules are omitted since the required information is not
      present in amounts sufficient to require submission of the schedules
      or because the information required is included in the financial
      statements and notes thereto.

(b)  The Company has not filed any reports on Form 8-K during the last quarter
     of the period covered by this Annual Report on Form 10-K.

(c)  Exhibits

<TABLE>
<CAPTION>
      Exhibit
      Number   Description
      -------  -----------
     <C>       <S>                                                       <C>
      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

     23.1      Consent of Independent Public Accountants
</TABLE>
--------
*Incorporated by reference to the Company's Form 10 originally filed with the
   Securities and Exchange Commission on July 29, 1998 (SEC File No. 000-
   24713).

                                      19
<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) 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.
                                          (Registrant)

                                          By: WELLS FARGO BANK MINNESOTA,
                                          N.A., in its capacity as Manager of
                                          EBS Pension, L.L.C.

                                                    /s/ Lon P. LeClair
                                          By: _________________________________
                                                      Lon P. LeClair
                                                      Vice President

Dated March 28, 2001

                                      20
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit
  Number   Description                                         Location
  -------  -----------                                         --------
 <C>       <S>                                              <C>
  2.1*     Amended Joint Plan of Reorganization of Edison     Incorporated
           Brothers Stores, Inc.                              by reference

  3.1*     EBS Pension, L.L.C. Certificate of Formation       Incorporated
                                                              by reference

  3.2*     EBS Pension, L.L.C. Membership Agreement           Incorporated
                                                              by reference

 23.1      Consent of Independent Public Accountants        Filed herewith
</TABLE>
--------
*Incorporated by reference to the Company's Form 10 originally filed with the
   Securities and Exchange Commission on July 29, 1998 (SEC File No. 000-
   24713).

                                       21