FORM 10-Q-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 0-2666
250 WEST 57th ST. ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6083380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices)
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
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 require-
ments for the past 90 days. Yes [ X ]. No [ ] .
An Exhibit Index is located on Page 6 of this Report. Number of
pages (including exhibits) in this filing: 8<PAGE>
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Registrant was organized solely for the purpose of
owning the Property subject to a net operating lease of the
Property held by Net Lessee. Registrant is required to pay, from
Basic Rent, the charges on the Mortgage Loan and amounts for
supervisory services, and then to distribute the balance of such
Basic Rent to holders of Participations. See Note C. Pursuant to
the Net Lease, Net Lessee has assumed sole responsibility for the
condition, operation, repair, maintenance and management of the
Property. Accordingly, Registrant need not maintain substantial
reserves or otherwise maintain liquid assets to defray any
operating expenses of the Property.
Registrant's results of operations are affected
primarily by the amount of rent payable to it under the Net Lease.
The amounts of Primary Overage Rent and Secondary Overage Rent are
affected by the New York City economy and its real estate market.
It is difficult to forecast the New York City economy and real
estate market over the next few years.
Registrant does not pay dividends. During the nine
month period ended September 30, 1998, Registrant made regular
monthly distributions of $83.33 for each $5,000 participation
($1,000 per annum for each $5,000 participation). On November 30,
1998, Registrant will make an additional distribution of $2,853
for each $5,000 participation. Such distribution represented the
balance of Secondary Overage Rent paid by Net Lessee in accordance
with the terms of the Net Lease after deducting the Additional
Payment to Counsel. See Notes B and C. There are no restrictions
on Registrant's present or future ability to make distributions;
however, the amount of such distributions depends solely on the
ability of Net Lessee to make monthly payments of Basic Rent,
Primary Overage Rent and Secondary Overage Rent to Registrant in
accordance with the terms of the Net Lease. Registrant expects to
make distributions so long as it receives the payments provided
for under the Net Lease. See Note B.
The following summarizes with respect to the current
period and corresponding period of the previous year, the material
factors affecting Registrant's results of operations for such
periods:
Total income increased for the three and nine month
periods ended September 30, 1998, as compared with the
three and nine month periods ended September 30, 1997.
Such increase was the result of an increase in the
Secondary Overage Rent payable by the Net Lessee for the
lease year ended September 30, 1998, as compared with the
lease year ended September 30, 1997
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Total expenses increased for the three and nine month
periods ended September 30, 1998, as compared to the
three and nine month periods ended September 30,
1997. Such increase was mainly attributable to an
increase in the Additional Payment being made to
Counsel based on the Secondary Overage Rent payable
for the lease ended September 30, 1998.
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the nine month period ended September 30, 1998, as
compared with the nine month period ended September 30, 1997.
The amortization payments due under the Mortgage Loan
(see Note B of Item 1 hereof) will not be sufficient to fully
liquidate the outstanding principal balance thereof at maturity in
2000. Registrant does not maintain any reserve to cover the
payment of any mortgage indebtedness at or prior to maturity.
Therefore, repayment of such indebtedness will depend on
Registrant's ability to arrange a further refinancing of the
Mortgage Loan. The ability of Registrant to obtain any such
refinancing will depend upon several factors, including the value
of the Property at that time and future trends in the real estate
market and the economy in the geographic area in which the
Property is located.
Registrant anticipates that funds for working capital
for the Property will be provided by rental payments received from
the Net Lessee and, to the extent necessary, from additional
capital investment by the partners in the Net Lessee and/or
external financing. However, as noted above, Registrant has no
requirement to maintain substantial reserves to defray any
operating expenses of the Property. Registrant foresees no need
to make material commitments for capital expenditures while the
Net Lease is in effect.
Inflation
Registrant believes that there has been no material
change in the impact of inflation on its operations since the
filing of its report on Form 10-K for the year ended December 31,
1997, which report and all exhibits thereto are incorporated
herein by reference and made a part hereof.
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Year 2000 Issues
Pursuant to SEC Release No. 33-7558, the Securities and
Exchange Commission ("SEC") has instructed registrants to make
suitable disclosure regarding year 2000 readiness. Accordingly,
Registrant reports the following:
Registrant receives base and overage rent from
Sublessee, for which Helmsley-Spear, Inc. manages the property as
Sublessee's managing and leasing agent. Registrant's supervisor,
Wien & Malkin LLP, has requested the managing agent to provide
information related to its Year 2000 readiness. However, this
information has not yet been provided by the managing agent.
Registrant will continue to seek information related to Year 2000
readiness from the managing agent.
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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.
The individual signing this report on behalf of
Registrant is Attorney-in-Fact for Registrant and each of the
Joint Venturers in Registrant, pursuant to Powers of Attorney,
dated March 29, 1996 and May 14, 1998 (collectively, the "Power").
250 WEST 57TH ST. ASSOCIATES
(Registrant)
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: March 31, 1999
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the undersigned as
Attorney-in-Fact for each of the Joint Venturers in Registrant,
pursuant to the Power, on behalf of Registrant on the date
indicated.
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: March 31, 1999
_______________________________
* Mr. Katzman supervises accounting functions for Registrant.
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EXHIBIT INDEX
Number Document Page*
3(a) Registrant's Joint Venture Agreement,
dated May 25, 1953, which was filed as
Exhibit No. 3(a) to Registrant's
Registration Statement on Form S-1 (the
"Registration Statement"), is incorpo-
rated by reference as an exhibit hereto.
3 (b) Amended Business Certificate of Registrant
filed with the Clerk of New York County on
July 24, 1998, reflecting a change in the
Partners of Registrant effective as of
April 15, 1998.
24 Power of Attorney dated March 29, 1996 and
May 14, 1998 between Partners in
Registrant and Stanley Katzman and Richard
A. Shapiro, which was filed as Exhibit 24
to Registrant's 10-Q for the quarter ended
March 31, 1998 and is incorporated by
reference as an exhibit hereto.
_______________________________
* Page references are based on sequential numbering system.
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EXHIBIT 3(b)
AMENDED BUSINESS CERTIFICATE
The undersigned hereby certify that a certificate of business
under the assumed name
250 WEST 57TH ST. ASSOCIATES
for the conduct of business at 60 East 42nd Street, New York, New
York, was filed in the office of the County Clerk New York County,
State of New York, on the 11th day of June, 1953, under index
number 6981/53; that the last amended certificate was filed on the
9th day of May, 1997 in the office of said County Clerk under
index number 6981/53.
It is hereby further certified that this amended certificate
is made for the purposes of more accurately setting forth the
facts recited in the original certificate or the last amended
certificate and to set forth the following changes in such facts;*
STANLEY KATZMAN, formerly of 75-18 193 Street, Flushing, New York
11366, now residing at 30 East 62nd Street, New York, New York
10021, has been succeeded as a member of 250 West 57th St.
Associates by ANTHONY E. MALKIN, residing at 107 Doubling Road,
Greenwich, Connecticut 06830.
The members of 250 West 57th St. Associates now consist of:
Peter L. Malkin and Anthony E. Malkin.
In Witness Whereof, the undersigned have as of the 15th day
of April, 1998 made and signed this certificate.
s/s Anthony E. Malkin s/s Stanley Katzman
ANTHONY E. MALKIN STANLEY KATZMAN
s/s Peter L. Malkin
PETER L. MALKIN
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State of New York, County of New York ss.:
On this 29th day of June, 1998, before me personally
appeared STANLEY KATZMAN, ANTHONY E. MALKIN and PETER L.
MALKIN, to me known and known to me to be the individuals
described in and who executed the foregoing certificate, and
they thereupon duly acknowledged to me that they executed the
same.
s/s Notary Public
NOTARY PUBLIC
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