SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Section
240.14a-11(c) or Section 240.14a-12
250 WEST 57TH ST. ASSOCIATES
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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PRELIMINARY COPY
250 West 57th St. Associates
C/o Wien & Malkin LLP
Lincoln Building
60 East 42nd St.
New York, New York 10165-0015
July __, 1997
TO: PARTICIPANTS IN 250 WEST 57TH ST. ASSOCIATES:
250 West 57th St. Associates ("Associates") was formed in 1953 to acquire
The Fisk Building and underlying land at 250 West 57th Street, New York, New
York, subject to a Net Lease. The investment was originally divided into ten
Participating Groups in Associates, each with its own Agent. As a result of
resignations, retirements and deaths, Peter L. Malkin is the Agent for each of
six, and Stanley Katzman is the Agent for each of four, of the Participating
Groups. John L. Loehr is the only remaining qualified successor Agent. This
letter and the accompanying statement constitute a Solicitation of Consents of
the Participants in 250 West 57th St. Associates to the designation of new
successor Agents to provide for the long-term future of the investment.
This solicitation is being made by Peter L. Malkin and Stanley Katzman as
Agents on behalf of Associates. We are requesting your cooperation by
consenting to the designation of (a) any individual who is at the time of his
or her designation as an Agent a partner in Wien &
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Malkin LLP or any successor thereto ("W&MLLP"), (b) any individual who, at the
time of his or her designation as Agent, is associated with or employed by
W&MLLP and has appropriate business experience and qualifications as
determined by the Chairman of the Executive Committee of W&MLLP, (c) Anthony
E. Malkin and (d) Scott D. Malkin, as successor Agents for each of the Groups
in 250 West 57th St. Associates. Background information as to W&MLLP and the
qualifications of Anthony E. Malkin and Scott D. Malkin, who are sons of Peter
L. Malkin, are set forth in the Statement, together with a more detailed
discussion of this proposal.
The Participating Agreement for each Group requires the consent of 75%,
in interest, of the Participants in that Group to designate new successor
Agents for the Group. The new successor Agents will be designated on a
Group-by-Group basis as and when the requisite consents are received for a
Group in this solicitation.
If you have any question concerning this Solicitation of Consents, please
communicate with Stanley Katzman, Howard E. Peskoe or Alvin Silverman,
partners in Wien & Malkin LLP, by mail at 60 East 42nd Street, New York, New
York 10165, by phone at 212-687-8700, or by fax at 212-986-7679.
This Solicitation of Consents will terminate sixty days after the date of
this letter and, therefore, your cooperation will be greatly appreciated by
signing, dating and immediately returning the colored copy of the Consent in
the enclosed envelopes provided for your
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convenience. Once given, a Consent may not be revoked. This solicitation may
be extended by the Agents for an additional ninety days.
Sincerely,
__________________
Peter L. Malkin
Enclosures
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PRELIMINARY COPY
250 West 57th St. Associates
C/o Wien & Malkin LLP
60 East 42nd Street
New York, New York 10165
250 WEST 57TH ST. ASSOCIATES
STATEMENT ISSUED BY THE AGENTS IN CONNECTION WITH THE
SOLICATION OF CONSENTS OF THE
PARTICPANTS
Dated July ___, 1997
This Statement is issued in connection with the solicitation of Consents
of the Participants in 250 West 57th St. Associates ("Associates") by Peter L.
Malkin and Stanley Katzman, as Agents (the "Agents") for the participants (the
"Participants"). Associates was formed to own The Fisk Building and underlying
land (collectively the "Property") located at 250-264 West 57th Street, New
York, New York, subject to a net lease (the "Net Lease") to Fisk Building
Associates (the "Net Lessee").
The Agents are requesting the consent of the Participants to the
designation of new successor Agents. The Agents recommend approval of the
proposal as there currently is only one eligible successor Agent.
It is anticipated that this Statement and the accompanying form of
Consent will be mailed to the Participants on July __, 1997. The solicitation
of Consents will terminate on September __, 1997 unless extended by the
Agents, but in no event later than __________, 1997. The Agents will advise
all Participants of the results of the solicitation no later than 90 days
after the termination date noted above or any extension thereof.
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I. BACKGROUND
Associates, a New York partnership, was organized on May 25, 1953 for the
purpose of acquiring title to the Property subject to the Net Lease.
Associates is comprised of ten investment groups of Participants, each of
which is a party to a participating agreement ("Participating Agreement")
between an agent ("Agent") and his investor Participants. Each of the ten
Participant groups owns a one-tenth interest in Associates, representing
$360,000 in interests of the original $3,600,000 cash investment in
Associates.
The original partners in Associates were the late Lawrence A. Wien, the
late Harry B. Helmsley, Irving Schneider, Bernard Hein, the late Henry W.
Klein, Alvin S. Lane, the late William F. Purcell, the late Leo Greenstein,
the late Frank N. Robinson and the late J. Herbert Leder. Peter L. Malkin and
Stanley Katzman are the current partners in Associates. Peter L. Malkin serves
as Agent for each of six, and Stanley Katzman serves as Agent for each of
four, of the ten Participant groups.
The terms of each Participating Agreement are identical to all others.
Under each of the Participating Agreements between an Agent and his respective
group of Participants, Participants have the right to approve or disapprove
certain proposed actions by their Agent, including the designation of
successor Agents. Since an Agent is restricted in the actions he or she can
take without consent of the Participants of the group he or she acts for, and
the Property is held subject to the Net Lease, Agent discretion in most areas
is virtually non-existent. There is no specific term of office of any Agent,
and Agents receive no compensation for their service.
The percentage in interest of Participants required to approve the
proposal of the Agents in this Statement is described in SECTION V. - TERMS OF
SOLICITATION OF CONSENTS.
II. DESIGNATION OF SUCCESSORS TO THE AGENTS
Paragraph Seventh of each Participating Agreement provides that, in the
event of the resignation, death, incompetency or other disability of an Agent,
he shall be succeeded by certain persons in the order listed therein or by any
other person of full age designated in writing by the holders of at least 75%
of the Participations in that group.
Only one successor named in the Participating Agreements is available to
serve at this time. In the circumstances, it is necessary to designate new
successors for each Agent in order to provide for the long-term future of the
investment.
The Agents recommend that each group of Participants approve the
following as successor Agents for its group: (a) any individual who, at the
time of his or her designation as Agent, is a partner in Wien & Malkin LLP or
any successor thereto (W&MLLP"), (b) any individual who, at the time of his or
her designation as Agent, is associated with or employed by W&MLLP and has
appropriate business experience and qualifications as determined by the
Chairman of the Executive Committee of W&MLLP, (c) Anthony E. Malkin; and (d)
Scott D.
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Malkin. The order of succession shall be determined by Peter L. Malkin or,
failing such determination, by the Executive Committee of W&MLLP. Currently,
Peter L. Malkin serves as Chairman of the Executive Committee.
The Participants' consent to the designation of a category of persons
qualified to act as successor Agents, such as is represented by partners
(category (a) above) and selected associates or employees (category (b) above)
of W&MLLP, will provide greater assurance of the continued availability of
individuals who are eligible to serve as Agents as vacancies occur in the
future. Designation of categories of appropriate individuals also will reduce
the need to conduct solicitations to approve new successor Agents, thus
eliminating the expensive, burdensome and time-consuming process of a consent
solicitation.
W&MLLP has provided supervisory, accounting, professional and various
other services to Associates since the formation of Associates in 1953. The
Agents, each of whom is a partner in W&MLLP, believe that the firm's
experience in providing services to Associates uniquely qualifies its
partners, and employees or associated persons of W&MLLP selected by the
Chairman of its Executive Committee, to serve as successor Agents.
Anthony E. Malkin and Scott D. Malkin are sons of Peter L. Malkin and
each is a graduate of Harvard College and experienced in real estate. After
receiving law and business degrees from Harvard University, Scott D. Malkin
has been actively involved in leading real estate ownership and development in
the United States and Europe for the past twelve years. Anthony E. Malkin has
served for the past eight years as President of W&M Properties Inc., the real
estate management firm owned by him and Peter L. Malkin. During his tenure at
W&M Properties, Inc., Anthony E. Malkin initiated over $200,000,000 in
property acquisitions, and $255,000,000 in property-related financing
transactions, and has had primary responsibility for day-to-day management and
operation of office, residential and industrial properties located throughout
the Eastern United States.
III. POTENTIAL CONFLICTS OF INTERESTS
A. CERTAIN OWNERSHIP OF PARTICIPATIONS
As of June 30, 1997, the Agents beneficially owned, directly or
indirectly, the following Participations:
<TABLE>
<CAPTION>
Name & Address Amount of
of Beneficial Beneficial Percent
Title of Class Owner Ownership Of Class
-------------- -------------- ---------- --------
<S> <C> <C> <C>
Participations in Peter L. Malkin $18,333 .51%
Partnership Interests 21 Bobolink Lane
Greenwich, CT 06830
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Stanley Katzman $ 5,833 .16%
30 East 62nd Street
New York, NY 10021
</TABLE>
Isabel Malkin, the wife of Peter L. Malkin, owned of record and
beneficially $70,000 of Participations, or 2.08% of the outstanding
Particpations. Mr. Malkin disclaims any beneficial ownership of his wife's
Participations.
The wives of other members of W&MLLP own an aggregate of $12,500 of
Participations, or approximately .35% of the outstanding Participations. Their
husbands disclaim any beneficial ownership in those Participations.
Anthony E. Malkin acts as co-trustee for trusts owning .23% of the
outstanding Participations. He disclaims any beneficial ownership in those
Participations.
Scott D. Malkin owned of record and beneficially $7,500 of
Participations, or .21% of the outstanding Participations. He also acts as
custodian for .09% of the outstanding Participations, owned by certain of his
children. He disclaims any beneficial ownership in those Participations.
B. RELATIONSHIPS WITH NET LESSEE
Peter L. Malkin, one of the Agents, also is a partner in the Net
Lessee and owns, directly or indirectly, 11.58% of the partnership interests
in the Net Lessee. Other members of W&MLLP and the wife of a member indirectly
own 4.5 and 1.49%, respectively, of the partnership interests in the Net
Lessee.
Anthony E. Malkin and trusts for his minor children indirectly own
1.42% of the partnership interests in the Net Lessee. Scott D. Malkin and
trusts for his minor children indirectly own 2.03% of the partnership
interests in the Net Lessee.
As a consequence of (a) one of the Agents and certain of the
proposed successor Agents being partners in the Net Lessee, and (b) the
current and certain potential future Agents being members of W&MLLP (which
represents Associates and the Net Lessee), certain actual or potential
conflicts of interest may arise with respect to the management and
administration of the business of Associates. However, under the respective
Participating Agreements, certain transactions require the prior consent from
Participants owning a specified interest under the Agreements in order for the
Agents to act on their behalf. Such transactions include (a) modifications and
extensions of the Net Lease, or (b) the granting of a new, and extending or
modifying of a new or existing, mortgage loan secured by
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the Property, or (c) a sale or other disposition of the Property or
substantially all of Associates' other assets. The interest, if any, of each
Agent in Associates and in Net Lessee, as a partner therein, arises solely
from ownership of Participations in Associates and direct or indirect
partnership interests in the Net Lessee. The Agents, as investors in
Associates and the Net Lessee, receive no extra or special benefit not shared
on pro rata basis with all other Participants in Associates or partners in the
Net Lessee. However, any Agent who is a member of W&MLLP is entitled to
receive a pro rata share of any legal fees or other remuneration paid to
W&MLLP for professional services rendered to the Net Lessee and to Associates,
as described below.
W&MLLP receives $48,000 annually from the Net Lessee for acting as
supervisor of the Net Lessee's partnership agreement and additional
compensation of 10% of distribution of cash profit of Net Lessee in excess of
$100,000 per annum.
C. W&MLLP SERVICES TO ASSOCIATES
Each of the current Agents is a member of W&MLLP, which firm
receives compensation from Associates for providing various supervisory
services to Associates. In consideration for such supervisory services, W&MLLP
receives payment of $40,000 a year and an additional payment of 10% of cash
available for distributions to Participants in excess of 15% on the original
cash investment of Associates. From Associates' payments to it, W&MLLP pays
all disbursements of Associates relating to W&MLLP's supervisory services to
Associates, including accounting and other professional fees, filing and
search fees, and certain document preparation and mailing costs. During the
fiscal year ended December 31, 1996, Associates paid W&MLLP $225, 848 in
consideration of the various supervisory services rendered.
W&MLLP also acts as legal counsel to Associates, and provides
certain legal services in addition to the supervisory services described
above. As legal counsel to Associates, W&MLLP participated in the preparation
of this Consent Solicitation Statement and will receive compensation for its
services. During the fiscal year ended December 31, 1996, Associates paid
W&MLLP $_________ in consideration of legal services rendered.
IV. FEES AND EXPENSES
All fees and expenses relating to the solicitation of Consents hereunder,
including those of third parties hired by W&MLLP to assist in the preparation
of this Consent Statement, will be advanced by W&MLLP and then reimbursed by
Associates by deducting such amounts from overage rent otherwise available for
distribution to Participants.
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V. TERMS OF SOLICITATION OF CONSENTS
The Participating Agreement between an Agent and the Participants in that
Agent's group requires that consents for the designation of successor Agents
discussed in Section II., above, be received from 75% in interest of the
Participants in the group. The new successor Agents will be designated on a
group-by-group basis as and when the requisite consents are received for a
group in this solicitation.
On June 30, 1997, there was a total of 552 Participants of record holding
Participations in the ten groups. Each Participant's voting percentage in his
or her group is determined by a fraction, the numerator of which is the face
amount of the Participation owned and the denominator of which is the group's
original $360,000 investment in Associates. At June 30, 1997, no person held
Participations aggregating more than 5% of the total outstanding
Participations.
The solicitation of consents will terminate 60 days after the date of
this Statement, but may be extended by the Agents through __________. There is
no record date establishing the identity of the Participants entitled to vote
for on the proposal. Holders of Participations as of June 30, 1997 will be
recognized as entitled to vote. However, if any Participation is transferred
before the consent with respect to that Participation is given, the transferee
will be entitled to vote. If consent to the proposal has been given prior to
the transfer of a Participation, however, the transferee will be bound by the
vote of the transferor.
W&MLLP has been authorized by the Agents to solicit the consents of
Participants by mail, fax, telephone and telegram after the mailing of this
Statement. Forms of Consent that are signed and returned without a choice
indicated as to the proposal for which consent is sought will be deemed to
constitute a consent to the proposal and will be binding on each Participant
as if such Participant had actually indicated such choice on such form. If the
Consent is returned undated, it will be deemed dated as of the date received
by the Agents.
The Agents recommend that Participants consent to the designation of
successor Agents as proposed. PLEASE NOTE THAT A VOTE TO ABSTAIN IS TREATED
THE SAME AS A VOTE TO DISAPPROVE.
Participations are not traded on an established securities market, nor
are they readily tradable on a secondary market or the substantial equivalent
thereof. Based on Associates' transfer records, Participations are sold by
holders from time to time in privately negotiated transactions, and, in many
instances, Associates is unaware of the prices at which such transactions
occur (other than certain intra-family transfers involving Participations
owned by members of W&MLLP or their families). However, Associates has been
advised that the sale price during the past two calendar years for an original
$10,000 Participation was $20,000, although the most recent sale of which
Associates has knowledge occurred in November 1996, when a $5,000
Participation interest was sold for $12,500.
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If you have any question or desire any additional information concerning
this consent solicitation, please communicate with Stanley Katzman, Howard E.
Peskoe or Alvin Silverman, partners in Wien & Malkin LLP, by mail at 60 East
42nd Street, New York, New York 10165-0015, by phone at 212-687-8700, or by
fax at 212-986-7679.
PLEASE SIGN, DATE AND IMMEDIATELY RETURN THE COLORED COPY OF THE CONSENT
IN THE ENCLOSED ENVELOPE. ONCE GIVEN, CONSENT MAY NOT BE REVOKED.
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APPENDIX
PRELIMINARY COPY
CONSENT
(SOLICITED BY PETER L. MALKIN AND STANLEY KATZMAN
AS AGENTS (THE "AGENTS") ON BEHALF OF 250 WEST 57TH ST. ASSOCIATES)
As a Participant in 250 West 57th St. Associates, the owner of The
Fisk Building at 250-264 West 57th Street, New York, New York, I hereby take
the following action in response to the Agents' proposal for the designation
of successor Agents as outlined in the Statement issued by the Agents in
connection with the Solicitation of Consents of the Participants, dated July
__, 1997 (the "Statement"):
CONSENT WITHHOLD CONSENT
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[ ] Consent to [ ] Disapprove of
and Approve of
[ ] Abstain From
Consenting To
the designation of the successor Agents, as described in Section II. of the
Statement.
The Agents recommend that Participants consent to the designation of
successor Agents as proposed. Please note that a vote to abstain is treated
the same as a vote to disapprove.
The solicitation of Consents will terminate on __________, but may be
extended until _________.
The matter for which a Consent is being solicited is more fully described
in the Statement, receipt of which is hereby acknowledged and which is
incorporated herein by reference.
IF THIS FORM IS SIGNED AND RETURNED WITHOUT A CHOICE INDICATED, CONSENT WILL
BE DEEMED TO HAVE BEEN GIVEN AS IF SUCH CONSENT WAS ACTUALLY INDICATED ON THE
FORM. IF THE CONSENT IS RETURNED UNDATED, IT WILL BE DEEMED DATED AS OF THE
DATE RECEIVED BY THE AGENTS. ONCE GIVEN, THE CONSENT (OR DEEMED CONSENT) MAY
NOT BE REVOKED.
Date: ____________, 1997 ____________________
Signature
____________________
Also Print Name Here
