<PAGE>
As filed with the Securities and Exchange Commission on March 19, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 9, 1999
EBS PENSION, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware 000-24713 42-146652
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
Norwest Bank Minnesota, N.A.
Corporate Trust Services,
Customized Fiduciary Services
Sixth and Marquette: M.S. 0069
Minneapolis, Minnesota 55479-0069
Attn: Lon P. LeClair, Vice President
(Address of principal executive offices)
(612) 667-4803
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
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On March 9, 1999, Edison Brothers Stores, Inc. ("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 EBS Pension, L.L.C. (the "Company") among its largest
unsecured creditors with a claim totaling approximately $5.7 million. The claim
stems from Edison's retention of the $5.7 million (the "Tax Reserve Funds") in
connection with the termination of its over-funded pension plan pursuant to its
first plan of reorganization in an earlier Chapter 11 proceeding, which was
approved in September of 1997.
The Internal Revenue Service issued a private letter ruling on September
28, 1998, stating that no additional taxes were to be paid by Edison in
connection with the termination of its pension plan. As of March 9, 1999,
however, Edison had declined to remit the Tax Reserve Funds to the Company.
Edison has taken the position that if the Pension Benefit Guaranty Corporation,
pursuant to its ongoing audit of Edison's pension plan termination, determines
that Edison is obligated to make an additional contribution to the qualified
replacement pension plan established by Edison upon termination of its original
pension plan, Edison may seek to make such contribution from the Tax Reserve
Funds. While the Company continues to dispute the fact that Edison is entitled
to use the Tax Reserve Funds for such purpose, the Company has not recorded any
receivable due from Edison on its financial statements in connection with the
Tax Reserve Funds.
A meeting of Edison's largest unsecured creditors is scheduled for Friday,
March 19, 1999. At this meeting, the United States Trustee will appoint
representatives of the largest unsecured creditors to the Official Creditors'
Committee (the "Committee"). As one of the largest unsecured creditors, the
Company intends to send a representative to this meeting and may also seek
membership on the Committee.
There can be no assurance that any portion of the Tax Reserve Funds will
ever be collected by the Company.
Item 7. Financial Statements and Exhibits.
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99.1 Text of Notice delivered to Members on March 19, 1999
-2-
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, EBS
Pension, L.L.C. has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned thereunto duly authorized.
EBS PENSION, L.L.C.
By: NORWEST BANK MINNESOTA, N.A.,
as Manager
By: /s/ Lon P. LeClair
------------------------------
Lon P. LeClair, Vice President
Date: March 19, 1999
-3-
<PAGE>
EXHIBIT INDEX
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Exhibit
Number Document Description
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99.1 Text of Notice delivered to members on Filed herewith.
March 19, 1999
-4-
<PAGE>
EXHIBIT 99.1
[LETTERHEAD OF NORWEST BANK]
March 19, 1999
Dear EBS Pension, L.L.C. Members:
On March 9, 1999 (the "Petition Date"), Edison Brothers Stores, Inc.
("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 EBS Pension, L.L.C. (the "Company")
among its largest unsecured creditors with a claim of approximately $5.7 million
(the "Claim Amount"). The Claim Amount stems from the funds held back by Edison
pursuant to the first plan of reorganization (the "First Edison Plan") filed
pursuant to Edison's first Chapter 11 filing as a reserve (the "Tax Reserve
Funds") in the event taxes were owed in connection with the termination of the
Edison pension plan pursuant to the First Edison Plan.
Even though the Internal Revenue Service issued a private letter ruling on
September 28, 1998 stating that there were no additional taxes to be paid by
Edison in connection with the termination of its pension plan, as of the
Petition Date, Edison had declined to return the Tax Reserve Funds. In refusing
to turn over the Tax Reserve Funds, Edison advised the Company that, in light of
an ongoing audit by the Pension Benefit Guaranty Corporation (the "PBGC") of
Edison's pension plan termination, if the PBGC determines that Edison is
obligated to make an additional contribution to the qualified replacement
pension plan established by Edison upon termination of its pension plan, Edison
may seek to make such contribution from the Tax Reserve Funds. The Company
continues to dispute that Edison is entitled to use the Tax Reserve Funds for
such purpose.
A meeting of the largest unsecured creditors of Edison is scheduled for
Friday, March 19, 1999. At this meeting, the United States Trustee will appoint
representatives of the largest unsecured creditors to the Official Creditors'
Committee (the "Committee"). As one of the largest unsecured creditors, the
Company intends to send a representative to this meeting and will also seek
membership on the Committee.
Please do not hesitate to contact the undersigned at the address above
should you have any questions regarding the foregoing.
Very truly yours,
NORWEST BANK MINNESOTA, N.A.
As Manager of the EBS Pension L.L.C.
Lon P. LeClair
Vice President
cc: Richard A. Chesley, Esq.
