<PAGE>


                                  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, 2001

                  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)
<TABLE>
<CAPTION>
<S>                                                <C>
                   Delaware                                    42-1466520
(State or other jurisdiction of incorporation)    (I.R.S. Employer Identification Number)
</TABLE>

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, 2001. Book
value of the registrant's Class A Membership Units as of December 31, 2001 was
approximately $1.4 million.

     There were 10,000,000 Class A Membership Units outstanding as of March 15,
2002.

<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. ss.ss. 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 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

                                        3

<PAGE>

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>
<S>                                                <C>
Total Pension Plan Proceeds Received               $43,985,315
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 7. - 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 was the
Pension Plan Tax Reserve. 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 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.

                                        5

<PAGE>

         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.

         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 deposits were made available for distribution to holders of Class A
Membership Units in the Company.

         On October 11, 2001 the Court concluded that the Company could not
establish a nexus between the alleged trust and the assets sought by the
Company. On February 21, 2002, the parties executed a settlement agreement (the
"Settlement Agreement"), that was approved by the Court on March 14, 2002.
Pursuant to the Settlement Agreement, Edison agreed to distribute to the Company
cash equal to thirty-four percent (34%) of its pre-petition claim of $5,740,000,
which equals $1,951,600, payable within three days after the order becomes
final. The Settlement Agreement further provides that additional distributions
will be made to the Company at such time, if ever, as the distributions to all
holders of allowed general unsecured claims against the Debtors exceed
twenty-one percent (21%) of their allowed claims. Thereafter, the Company will
receive on account of its remaining claim, distributions equal to the Company's
pro rata share (based upon its remaining claim of $3,788,400) of all
distributions over twenty-one percent (21%), on a pro rata basis with all
general unsecured claims.

         As of December 31, 2001, the balance in the Company's operating account
was $136,847. 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, 2001.

                                        6

<PAGE>

                                     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, 2001, there were 2,044 certified holders of
record of the Class A Membership Units. See Item 12 -- "Security Ownership of
Certain Beneficial Owners and Management" for more information.

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, 2001, 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, 2001, 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         Year ended          Period ended
                                  December 31, 2001   December 31, 2000  December 31, 1999  December 31, 1998   December 31, 1997(1)
                                  -----------------   -----------------  -----------------  -----------------   --------------------
<S>                               <C>                 <C>                <C>                <C>                 <C>
Operating Statement Data:
Interest income                         67,172              103,917             80,314           321,488                   0
General and
administrative expenses                144,429              212,141            219,450           256,064              51,910
Net (loss) income                      (77,257)            (108,224)          (139,136)           65,424             (51,910)
Distribution per Class A
Membership Unit                              0                    0                  0              4.23(2)                0

Balance Sheet Data (at period end):
Cash                                 1,898,904            1,907,334          1,869,218         1,786,927                   0
Interest receivable                      3,278                9,202              7,436            14,313                   0
Due from Edison                              0                    0                  0                 0          43,985,315
Total assets                         1,902,182            1,916,536          1,876,654         1,801,240          43,985,315
Distribution payable                   262,057              262,057            225,018                 0                   0
Accrued expenses                       283,736              220,833            109,766           120,234              51,910
Members' equity                      1,356,389            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, 2001, 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, 2001, the Company recognized $67,172 of interest income.
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'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 $144,429, $212,141,
$219,450, $256,064 and $51,910 for the years ended December 31, 2001, 2000, 1999
and 1998 and for the period ended December 31, 1997, respectively. 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 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.

                                        8

<PAGE>

         At December 31, 2001, 2000 and 1999, the Company had cash and cash
equivalents of approximately $1.9 million. At December 31, 1998, the Company had
cash and cash equivalents of approximately $1.8 million, after approximately
$42.3 million was distributed to holders of Class A Membership Units in 1998. At
December 31, 1997, the Company had no cash or cash equivalents. 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, 2001 and 2000 and the
related statements of operations, changes in members' equity and cash flows for
the years ended December 31, 2001, 2000 and 1999. 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 auditing standards generally accepted
in the United States of America. 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, 2001 and 2000, and the results of its operations and its cash flows
for the years ended December 31, 2001, 2000 and 1999, in conformity with
accounting principles generally accepted in the United States of America.

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

March 12, 2002

                                       10

<PAGE>

                               EBS Pension, L.L.C.
                                  Balance Sheet
                           December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                           December 31,
                                                    -------------------------
                                                        2001           2001
                                                    ----------     ----------
<S>                                                 <C>            <C>
Assets
Cash and cash equivalents
   Available for general operations                 $  136,847     $  145,277
   Returned member distributions                       262,057        262,057
   Available for anticipated cost of legal
      indemnification of officers                    1,500,000      1,500,000
Interest receivable                                      3,278          9,202
                                                    ----------     ----------
      Total assets                                  $1,902,182     $1,916,536
                                                    ==========     ==========
Liabilities
Distribution payable                                $  262,057     $  262,057
Accrued expenses                                       283,736        220,833
                                                    ----------     ----------
         Total liabilities                             545,793        482,890
                                                    ----------     ----------
Members' equity:
Membership Units (Class A - 10,000,000
  authorized, issued and outstanding at
  December 31, 2001 and 2000)

  Paid-in capital                                    1,667,492      1,667,492
  Retained deficit                                    (311,103)      (233,846)
                                                    ----------     ----------
         Total members' equity                       1,356,389      1,433,646
                                                    ----------     ----------
         Total liabilities and members' equity      $1,902,182     $1,916,536
                                                    ==========     ==========
</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, 2001, 2000 and 1999
              ----------------------------------------------------
<TABLE>
<CAPTION>
                                                      For the years ended
                                                         December 31,
                                              -----------------------------------
                                                2001         2000          1999
                                              --------     ---------    ---------
<S>                                           <C>          <C>          <C>
Income:
   Interest                                   $ 67,172     $ 103,917    $  80,314
                                              --------     ---------    ---------
         Total income                         $ 67,172     $ 103,917    $  80,314
                                              ========     =========    =========
Expenses:
   Manager fees                               $ 50,004     $  50,141    $  49,730
   Transfer agent and administration fees       38,400        48,000       65,724
   Accounting fees                              30,000        46,002       28,000
   Legal fees                                   23,666        63,798       64,310
   Other                                         2,359         4,200       11,686
                                              --------     ---------    ---------
         Total expenses                        144,429       212,141      219,450
                                              --------     ---------    ---------
Net loss                                      $(77,257)    $(108,224)   $(139,136)
                                              ========     =========    =========

Loss per Membership Unit                         (0.01)        (0.01)       (0.01)
-primary and diluted
</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, 2001, 2000 and 1999
              ----------------------------------------------------

<TABLE>
<CAPTION>
                                        Class A        Class B
                                       Membership     Membership      Paid-in       Retained
                                         Units          Units         Capital       Earnings        Total
                                       ----------     ----------     ----------    ---------      ----------
<S>                                    <C>            <C>            <C>           <C>            <C>
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
Current year loss                               -              -              -      (77,257)        (77,257)
                                       ----------     ----------     ----------    ---------      ----------
Balance, December 31, 2001             10,000,000     $        -     $1,667,492    $(311,103)     $1,356,389
                                       ==========     ==========     ==========    =========      ==========
</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, 2001, 2000 and 1999
              ----------------------------------------------------
<TABLE>
<CAPTION>
                                                                         For the years ended
                                                                             December 31,
                                                               ---------------------------------------
                                                                  2001          2000           1999
                                                               ----------    ----------     ----------
<S>                                                            <C>            <C>           <C>
Cash flows from operating activities:

   Net loss                                                    $  (77,257)   $ (108,224)    $ (139,136)
   Reconciliation of net loss income to cash flows
      provided by (used in) operating activities:
   Decrease (increase) in interest receivable                       5,924        (1,766)         6,877
   Increase (decrease) in liabilities                              62,903       111,067       (10,468)
                                                               ----------    ----------     ----------
     Cash flows provided by (used in) operating activities         (8,430)        1,077       (142,727)

Cash flows provided by financing activities:
   Proceeds from canceled checks                                   -             37,039        225,018
                                                               ----------    ----------     ----------
Net (decrease) in cash and cash equivalents                        (8,430)       38,116         82,291
Cash and cash equivalents at beginning of period                1,907,334     1,869,218      1,786,927
                                                               ----------    ----------     ----------
Cash and cash equivalents at end of period                     $1,898,904    $1,907,334     $1,868,218
                                                               ==========    ==========     ==========
</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, 2001 and 2000
--------------------------------------------------------------------------------

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, 1999 through December 31, 1999, January 1, 2000
     through December 31, 2000, and January 1, 2001 through December 31, 2001.

     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.

                                       15

<PAGE>

EBS Pension, L.L.C.
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------

     Expenses

     All expenses of the Company are recorded on the accrual basis of
     accounting.

     Income Taxes

     The Company is not subject to taxes. Instead, the Members report their
     distributive share of the Company's profits and losses on their respective
     income tax returns.

3.   Distribution Payable

     Through December 2001, 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.
     See Note 7 hereof for further discussion of the Pension Plan Tax Reserve.

     On December 12, 1997, in accordance with the Members Agreement and the Plan
     of Reorganization, Edison exchanged 9,058,041 Class B Membership Units for
     9,058,041 Class A Membership Units of the Company and simultaneously
     distributed such Class A Membership Units to holders of Allowed General
     Unsecured Claims.

     During 1998, Edison paid $43.9 million to the Company in satisfaction of
     the Company's receivable recorded at December 31, 1997. Of this amount,
     $42.3 million was distributed to Class A Members during 1998, $1.5 million
     is retained for the anticipated cost of legal indemnification of the
     officers of Edison, and the remaining amount is retained for other
     anticipated expenses expected to be incurred by the Company.

     During 1998, Edison exchanged 942,238 Class B Membership Units for 942,238
     Class A Membership Units of the Company and simultaneously distributed such
     units to holders of Allowed General Unsecured Claims.

     Also during 1998, certain Class A Membership Unit holders returned 279
     Class A Membership Units to Edison as such Membership Units had been
     distributed in error. The distribution proceeds relating to these returned
     Membership Units are included in paid in capital and were available for
     future distributions to holders of Class A Membership Units. 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

                                       16

<PAGE>

EBS Pension, L.L.C.
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------

     February 1998 were returned as the checks issued did not clear the bank.
     See Note 3 above for further discussion.

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.
     Both Edison and the Company have submitted pleadings in support of entry of
     judgment in favor of their respective positions.

     On or about April 28, 2000, the Debtors filed a Motion for an Order
     Directing the Appointment of a Chapter 11 Trustee Pursuant to Section 1104
     of the Bankruptcy Code. The Bankruptcy Court conducted a hearing on this
     motion on May 16, 2000 and then entered an Order approving it shortly
     thereafter. On May 30, 2000, the United States trustee for the District of
     Delaware applied for an order appointing a Chapter 11 Trustee in the
     Debtors' Chapter 11 cases. Bankruptcy Court granted the application on the
     same day. Thereafter, on June 16, 2000, the Chapter 11 Trustee filed a
     Motion to Convert Case to Chapter 7 Pursuant to Sections 1112(a) and (b) of
     the Bankruptcy Code, which motion was approved by order of the Bankruptcy
     Court dated July 5, 2000.

     On October 17, 2000, the Debtors and the Company stipulated to a schedule
     pursuant to which they would each submit to the Bankruptcy Court a motion
     for entry of judgment with respect to the Complaint (the "Scheduling
     Stipulation"). The Scheduling Stipulation also provided that each party
     would be permitted to submit an answer brief and a subsequent reply brief.
     Further, under the Scheduling Stipulation, the parties waived their right
     to request an oral argument on their respective motions for judgment.

     On October 11, 2001, the Court concluded that the Company could not
     establish a nexus between the alleged trust and the assets sought by the
     Company.

7.   Subsequent Events

     On February 21, 2002, the parties executed a settlement agreement (the
     "Settlement Agreement"), that was approved by the Court on March 14, 2002.
     Pursuant to the Settlement Agreement, Edison agreed to distribute to the
     Company cash equal to thirty-four (34%) of its pre-petition claim of
     $5,740,000, which equals $1,951,600, payable within three days after the
     order becomes final. The Settlement Agreement

                                       17

<PAGE>


EBS Pension, L.L.C.
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------


     further provides that additional distributions will be made to the Company
     at such time, if ever, as the distributions to all holders of allowed
     general unsecured claims against the Debtors exceed twenty-one percent
     (21%) of their allowed claims. Thereafter, the Company will receive on
     account of its remaining claim, distributions equal to the Company's pro
     rata share (based upon its remaining claim of $3,788,400) of all
     distributions over twenty-one percent (21%) on a pro rata basis with all
     general unsecured claims.

                                       18

<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, 2001, 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,
2000 and 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, 2001. The Manager of the Company owns 115 Class A Membership Units.

<TABLE>
<CAPTION>


Name and Address of Certificated                 Number of Class A  Nature of Certificated
--------------------------------                 -----------------  ----------------------
Owner                                            Membership 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.                  745,578        Sole Voting/Investment           7.46%
Morgens Waterfall Overseas Partners                  657,578        Sole Voting/Investment            6.6%
</TABLE>


                                       19

<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, 2001 and 2000


              Statements of Operations for the Years Ended December 31, 2001,
              2000, and 1999


              Statements of Changes in Members' Equity for the Years Ended
              December 31, 2001, 2000, and 1999

              Statements of Cash Flows for the Years Ended December 31, 2001,
              2000, and 1999

              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 8-K.

(c)  Exhibits

     Exhibit
     Number              Description
     ---------          --------------------------------------------------------
     2.1*               Amended Joint Plan of Reorganization of Edison Brothers
                        Stores, Inc.
     3.1*               EBS Pension, L.L.C. Certificate of Formation
     3.2*               EBS Pension, L.L.C. Membership Agreement
     23.1               Consent of Independent Public Accountants

     -------------------
     *   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).



                                       20


<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.

Dated March ____, 2002            EBS PENSION, L.L.C.
                                  (Registrant)

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

                                       By:
                                         ---------------------------------------
                                         Lon P. LeClair
                                         Vice President


                                       21

<PAGE>

                                  Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number    Description                                     Location
-------   ---------------------------------------------   --------------
<S>       <C>                                             <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).

                                       22