<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2001

                                       OR

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

                        Commission file number 000-24713

                               EBS PENSION, L.L.C.
             (Exact name of registrant as specified in its charter)

                   Delaware                                 42-1466520
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)               Identification Number)

        Sixth and Marquette; N9303-120
        Minneapolis, Minnesota  55479

  (Address of principal executive offices)

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



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

At August 1, 2001 there were 10,000,000 Class A Membership Units outstanding and
no Class B Membership Units outstanding.

<PAGE>



                          PART I. FINANCIAL INFORMATION


Item 1. Financial Statements

                               EBS PENSION, L.L.C.
                             Statement of Operations
                       For the Three and Six Month Periods
                          Ended June 30, 2001 and 2000
                          ----------------------------

<TABLE>
<CAPTION>

                                                    For the three months                 For the six months
                                                       ended June 30,                      ended June 30,
                                                  2001               2000              2001              2000
                                               (unaudited)        (unaudited)       (unaudited)      (unaudited)
<S>                                             <C>                <C>              <C>               <C>
Income:
     Interest                                   $ 18,374           $ 25,283         $ 41,687          $ 48,945
                                                --------           --------         --------          --------

         Total income                           $ 18,374           $ 25,283         $ 41,687          $ 48,945
                                                ========           ========         ========          ========

Expenses:

     Manager fees                                 12,967             12,467           24,796            24,933
     Transfer agent and
        settlement administration fees             9,600              9,000           19,200            18,000
     Legal fees                                    5,000             13,683            6,389            21,404
     Accounting fees                            $  3,000           $ 14,502         $ 12,000          $ 17,502
     Other                                           500                600            1,100             1,200
                                                --------           --------         --------          --------

         Total expenses                           31,067             50,252           63,485            83,039
                                                --------           --------         --------          --------

Net loss                                        $(12,693)          $(24,969)        $(21,798)         $(34,094)
                                                ========           ========         ========          ========


Net loss per unit - primary and diluted         $  (.001)          $ (.002)         $ (.002)          $ (.003)
                                                ========           =======          =======           =======
</TABLE>

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

                                       2

<PAGE>



                               EBS PENSION, L.L.C.
                                  Balance Sheet
                       June 30, 2001 and December 31, 2000
                       -----------------------------------

<TABLE>
<CAPTION>

                                                         June 30,
                                                           2000           December 31,
                                                       (unaudited)            1999
<S>                                                     <C>               <C>
Assets
Cash and cash equivalents
      Available for general operations                 $  139,518         $  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                                         5,527              9,202
                                                       ----------         ----------

        Total assets                                   $1,907,102         $1,916,536
                                                       ==========         ==========

Liabilities
Distribution payable                                   $  262,057         $  262,057
Accrued expenses                                          233,197            220,833
                                                       ----------         ----------

        Total liabilities                              $  495,254         $  482,890
                                                       ==========         ==========

Members' equity:
      Membership Units (Class A - 10,000,000
      authorized, issued and outstanding
      at June 30, 2001 and December 31, 2000,
      Class B - 0 authorized, issued and
      outstanding at June 30, 2001 and
      December 31, 2000)
      Paid-in capital                                   1,667,492          1,667,492
      Retained deficit                                   (255,644)          (233,846)
                                                       ----------         ----------

        Total members' equity                           1,411,848          1,433,646
                                                       ----------         ----------

        Total liabilities and members' equity          $1,901,102         $1,916,536
                                                       ==========         ==========
</TABLE>


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

                                       3

<PAGE>


                               EBS PENSION, L.L.C.
                     Statement of Changes in Members' Equity
                   For the Six Months Ended June 30, 2001 and
                      For the Year Ended December 31, 2000
                      ------------------------------------
<TABLE>
<CAPTION>

                                          Class A          Class B
                                       Membership        Membership         Paid in          Retained
                                          Units            Units            Capital          Deficit              Total

<S>                                    <C>               <C>                <C>              <C>                <C>
Balance, January 1, 2000                  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


Year-to-Date loss (unaudited)                     --           --                   --          (21,798)           (21,798)
                                          ----------       ----------        ---------       ----------          ---------

Balance, June 30, 2001 (unaudited)
                                          10,000,000           --           $1,667,492       $ (255,644)        $1,411,848
                                          ==========       ==========       ==========       ==========         ==========
</TABLE>


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

                                       4

<PAGE>



                               EBS PENSION, L.L.C.
                             Statement of Cash Flows
                 For the Six Months Ended June 30, 2001 and 2000
                 -----------------------------------------------
<TABLE>
<CAPTION>

                                                                                          For the six months ended
                                                                                                  June 30,

                                                                                      2001                         2000
                                                                                  (unaudited)                  (unaudited)
<S>                                                                                <C>                          <C>
Cash flows from operating activities:
      Net loss                                                                    $  (21,798)                  $  (34,094)
      Reconciliation of net loss to cash
       flows provided by (used in)/provided
       operating activities:
      Decrease (increase) in interest receivable                                       3,675                       (1,029)
      Increase in accrued liabilities                                                 12,364                       53,798
                                                                                   ---------                    ---------

          Cash flows (used in)/provided by operating activities                       (5,759)                      18,675
                                                                                   ---------                    ---------


Net (decrease) increase in cash and cash equivalents                                  (5,759)                      18,675


Cash and cash equivalents at beginning of period                                   1,907,334                    1,869,218
                                                                                   ---------                    ---------


Cash and cash equivalents at end of period                                        $1,901,575                   $1,887,893
                                                                                  ==========                   ==========
</TABLE>


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

                                       5

<PAGE>

EBS PENSION, L.L.C.
Notes to Financial Statements
June 30, 2001 and December 31, 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, 2000 through December 31, 2000, January 1, 2000
     through June 30, 2000 (unaudited), January 1, 2001 through June 30, 2001
     (unaudited), April 1, 2000 through June 30, 2000 (unaudited), and April 1,
     2001 through June 30, 2001 (unaudited).

     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.

                                       6

<PAGE>


EBS PENSION, L.L.C.
Notes to Financial Statements
June 30, 2001 and December 31, 2000
--------------------------------------------------------------------------------




     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 June 2001, a total of $262,057 of proceeds distributed to Members
     in February 1998 were returned as the checks issued were not claimed. The
     funds are held by the Company and are available for the respective members
     to claim.

     Any unclaimed funds will eventually escheat to the state in which they were
     distributed according to that state's statutory period for unclaimed
     property.

4.   Members' Equity

     On September 25, 1997, Edison transferred the right to receive the net cash
     proceeds from the termination of the Pension Plan in exchange for
     10,000,000 Class B Membership Units of the Company, which represented all
     of the outstanding Membership Units of the Company. The Net Pension Plan
     Proceeds (as defined by the plan) amounted to $43.9 million at December 31,
     1997 and were due from Edison at that date. Pursuant to the Plan, an
     additional amount of $5.7 million (the "Pension Plan Tax Reserve") was
     retained 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, 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 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.

                                       7

<PAGE>
EBS PENSION, L.L.C.
Notes to Financial Statements
June 30, 2001 and December 31, 2000
--------------------------------------------------------------------------------
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 Charter 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 estate. 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, as noted below, have submitted pleadings in
     support of entry of judgment in favor of their respective positions.

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

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

                                       8

<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following is a discussion and analysis of the financial condition and
results of operations of the Company as of and for the years ended December 31,
2000, 1999 and 1998 and as of and for the periods ended December 31, 1997,
January 1, 2001 through June 30, 2001 (unaudited) and January 1, 2000 through
June 30, 2000 (unaudited), and of certain factors that may affect the Company's
prospective financial condition and results of operations. The following should
be read in conjunction with the Company's Financial Statements and Notes thereto
included elsewhere herein and included in the Company's Annual Report and Form
10-K for the year ended December 31, 2000. This discussion contains certain
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from the results expressed in, or implied
by, such statements.

Results of Operations/Overview

     The Company, which was formed pursuant to the Amended Joint Plan of
Reorganization Under Chapter 11 of the U.S. Bankruptcy Code filed by the Debtors
(the "Plan") and the Members Agreement, is a limited purpose entity which was
organized for the exclusive purposes of (a) receiving and administering the
Company Assets, and (b) distributing the Company Assets to holders of the
Company's Class A Membership Units pursuant to the terms of the Members
Agreement.

     On January 23, 1998, the Company received from Edison, Pension Plan
Proceeds totaling approximately $44.0 million. The Company recognizes income
from interest earned on its funds. The Company invests such funds in a money
market fund investing solely in direct obligations of the United States
Government. The Members Agreement permits all funds received by the Company to
be temporarily invested in United States treasury bills and notes with
maturities of 12 months or less, institutional money market funds and demand or
time deposits and certificates of deposit with U.S. federal or state commercial
banks having primary capital of not less than $500 million. During the years
ended December 31, 2000, 1999 and 1998, the Company recognized $103,917, $80,314
and $321,488 of interest income, respectively. During the period ended December
31, 1997, the Company did not recognize any interest income because it did not
receive the Pension Plan Proceeds until January 1998. During the three month
periods ended March 31, 2001 and 2000, the Company recognized $23,313 and
$23,662 of interest income, respectively. The amount of interest income
recognized by the Company in future periods will be dependent on, among other
things, (1) fluctuations in interest rates, (2) the amounts and timing of any
amounts received in the future from the Pension Plan Tax Reserve, (3) the amount
and timing of distributions, if any, to holders of Class A Membership Units, and
(4) the amount and timing of the Company's expenses.

     The Company's general and administrative expenses consist primarily of fees
payable to the Manager, the Transfer Agent, and the Company's lawyers,
accountants, and auditors. The Company had expenses of $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. During the six month
periods ended June 30, 2001 and 2000, the Company had expenses of $63,485 and
$83,039, respectively. These expenses are expected to fluctuate in future
periods primarily based on the volume of any future disbursements on account of
Class A Membership Units and any actions the Company takes in attempting to
collect the Pension Plan Tax Reserve from Edison.

     The Company and EBS Litigation, L.L.C. (another limited liability company
formed pursuant to the Plan) have agreed to indemnify the Debtors and their
present or former officers, directors and employees from and against any losses,
claims, damages or liabilities by reason of any actions arising from or relating
to the Company and any actions taken or proceeding commenced by EBS Litigation,
L.L.C. (other than with respect to any Unresolved Avoidance Claims (as defined
in the Plan) that EBS Litigation, L.L.C. may have against such persons other
than in their capacities as officers, directors or employees of the Debtors.
Pursuant to the Plan, the Company established the Indemnification Reserve ($1.5
million) from the Pension Plan Proceeds for the benefit of these indemnified
persons, to pay their costs and expenses incurred in defending the LLC Related
Claims (as defined in the Plan). Payment of such cost and expenses must first be
sought from any applicable officers' and directors' insurance policy and then
from the Indemnification Reserve. The Company's indemnification liability is
limited to the amount of the Indemnification Reserve, i.e. an aggregate of $1.5
million. Although to date there has not been any indemnification claim, there
can be no assurance such a claim will not be made in the future. 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

                                       9

<PAGE>
was distributed to holders of Class A Membership Units in 1998. At December 31,
1997, the Company had no cash or cash equivalents. At June 30, 2001, the Company
had cash and cash equivalents of approximately $1.9 million, including the
unclaimed funds discussed in Note 3 to the financial statements. When
determining the amount and timing of distributions, the Manager considered,
among other things, (1) the terms of the Members Agreement governing
distributions, and (2) the anticipated amount of necessary reserves and future
administrative expenses. The amount and timing of any future distributions of
Pension Plan Proceeds will be determined by the Manager in accordance with the
terms of the Members Agreement. There can be no assurance as to the amount (if
any) of any further distributions that will be made.

     In September 2000, the Company filed a motion with the United States
Bankruptcy Court, District of Delaware 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 form 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.

     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.

Quarterly Comparison

Six Months ended June 30, 2001 Compared to Six Months Ended June 30, 2000

     Total income for the six months ended June 30, 2001 was $41,687 compared to
$48,945 for the six months ended June 30, 2000. This decrease is due to a
decrease in interest rates.

     Total expenses decreased $19,554 due primarily to a decrease in general and
administrative fees.

                                       10

<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

     Other than the matters discussed in Part I, Item 2 of this Quarterly
Report, the Company is not involved in any legal proceedings.

Item 6. Exhibits and Reports on Form 8-K.

      (A) Exhibits      Description
          --------      ------------
          2.1*          Amended Joint Plan of Reorganization of
                        Edison Brothers Stores, Inc.

          3.1*          EBS Pension, L.L.C. Certificate of Formation

          3.2*          EBS Pension, L.L.C. Membership Agreement

*    Incorporated by reference to the same numbered exhibit filed with the
     Registrant's Registration Statement on Form 10 originally filed with the
     SEC on July 29, 1998 (SEC File No. 000-24713).

     (B) Reports on Form 8-K

         None.




                                       11

<PAGE>

                                   Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      EBS PENSION, L.L.C.

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



                                      By: /s/ Lon P. LeClair
                                         ---------------------------------------
Date:  August 14, 2001                   Lon P. LeClair
                                         Vice President






                                       12