FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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 0-827
EMPIRE STATE BUILDING ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6084254
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York
(Address of principal executive offices)
10165
(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
requirements for the past 90 days.
Yes [ X ]. No [ ].
An Exhibit Index is located on Page 14 of this Report.
Number of pages (including exhibits) in this filing: 14
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Empire State Building Associates
Condensed Statement of Income
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
Income:
Rent income, from a
related party (Note B) $1,504,688 $1,504,688 $4,514,063 $4,514,063
Dividend income 31,990 19,209 109,558 65,805
--------- ---------- ---------- ----------
Total income 1,536,678 1,523,897 4,623,621 4,579,868
--------- ---------- ---------- ----------
Expenses:
Leasehold 492,500 492,500 1,477,500 1,477,500
Supervisory services, to
a related party (Note C) 39,854 39,854 119,563 119,563
Amortization of leasehold 52,117 52,117 156,351 156,351
Legal Fees 44,363 -0- 44,363 -0-
--------- ---------- ---------- ----------
Total expenses 628,834 584,471 1,797,777 1,753,414
--------- --------- ---------- ----------
Net income $ 907,844 $ 939,426 $2,825,844 $2,826,454
========= ========= ========== ==========
Earnings per $10,000
participation unit,
based on 3,300 participation
units outstanding
during the year $ 275.10 $ 284.67 $ 856.32 $ 856.50
========= ========= ========== ==========
Distributions per $10,000
participation consisted
of the following:
Income $ 275.10 $ 284.67 $ 856.32 $ 856.50
Return of capital 19.55 9.98 882.17 349.05
--------- --------- ---------- ----------
Total distributions $ 294.65 $ 294.65 $ 1,738.49 $ 1,205.55
========= ========= ========== ==========
At September 30, 1999 and 1998, there were $33,000,000 of participations
outstanding.
Empire State Building Associates
Condensed Balance Sheet
(Unaudited)
Assets September 30, 1999 December 31, 1998
Current assets
Cash $ 360,172 $ 328,636
Prepaid rent 23,831 23,831
Additional rent due from Empire State
Building Company, a related party -0- 609,852
Fidelity U.S. Treasury Income Portfolio 2,542,132 4,906,745
---------- -----------
Total current Assets $2,926,135 $ 5,869,064
Real Estate
Leasehold on Empire State Building 39,000,000 39,000,000
Less, allowance for amortization 36,237,778 36,081,426
---------- -----------
2,762,222 2,918,574
---------- -----------
Total Assets $5,688,357 $ 8,787,638
========== ===========
Current Liabilities:
Accrued legal fees, to a
related party (Note 9) 1,452,216 1,460,341
Accrued supervisory services,
to a related party (Note 5) -0- 180,000
---------- ----------
Total Liabilities $1,452,216 $1,640,341
---------- ----------
Capital
Capital January 1, 7,147,297 4,590,721
Add, Net income:
January 1, 1999 through September 30, 1999 2,825,844 -0-
January 1, 1998 through December 31, 1998 -0- 7,507,228
---------- ----------
9,973,141 12,097,949
Less, Distributions:
Monthly distributions,
January 1, 1999 through September 30, 1999 2,917,000 -0-
January 1, 1998 through December 31, 1998 -0- 3,889,334
Additional Distribution on March 5, 1999
of overage rent for the lease year
ended December 31, 1998 2,820,000 -0-
Additional Distribution on March 5, 1998
of overage rent for the lease year
ended December 31, 1997 -0- 1,061,318
---------- ----------
5,737,000 4,950,652
---------- ----------
Capital 4,236,141 7,147,297
---------- ----------
Total Liabilities and Capital 5,688,357 8,787,638
========== ==========
Empire State Building Associates
Statement of Cash Flow
(Unaudited)
January 1, 1999 January 1, 1998
through through
September 30, 1999 September 30, 1998
Cash flows from operating
activities:
Net income $2,825,844 $2,826,454
Adjustments to reconcile
net income to cash provided
by operating activities:
Amortization of leasehold 156,351 156,351
Change in investment in Fidelity
U.S. Treasury Income Portfolio 2,364,614 -0-
Change in additional rent due 609,852 2,401,300
Change in accrued
supervisory services (180,000) (67,744)
Change in legal fee
reserve account (8,125) (1,310,270)
---------- ----------
Net cash provided by operating
activities 5,768,536 4,006,091
---------- ----------
Cash flows from financing activities:
Cash distributions (5,737,000) (3,978,318)
---------- ----------
Net cash used in financing
activities (5,737,000) (3,978,318)
---------- ----------
Net cash increase (decrease)
in cash and cash equivalents 31,536 27,773
Cash and cash equivalents
beginning of period 328,636 378,529
---------- ----------
Cash and cash equivalents
end of period $ 360,172 $ 406,302
========== ==========
Notes to Condensed Financial Statements (unaudited)
Note A - Basis of Presentation
The accompanying unaudited condensed financial statements
have been prepared in accordance with the instructions to Form 10-Q
and therefore do not include all information and footnotes necessary
for a fair presentation of financial position, results of operations
and statement of cash flows in conformity with generally accepted
accounting principles. The accompanying unaudited condensed financial
statements include all adjustments (consisting only of normal
recurring accruals) which are, in the opinion of the partners in
Registrant, necessary for a fair statement of the results for such
interim periods. The partners in Registrant believe that the
accompanying unaudited condensed financial statements and the notes
thereto fairly disclose the financial condition and results of
Registrant's operations for the periods indicated and are adequate to
make the information presented therein not misleading.
Note B - Interim Period Reporting
The results for the interim periods are not necessarily
indicative of the results to be expected for a full year.
Registrant is a partnership which was organized on July 11,
1961. Registrant owns the tenant's interest in a master operating
leasehold (the "Master Lease") on the Empire State Building (the
"Building") and the land thereunder, located at 350 Fifth Avenue, New
York, New York (the "Property"). On November 27, 1991, Prudential
Insurance Company of America sold the fee ownership of the property to
EGHolding Co. Inc. which, through merger and conveyance, reportedly
transferred its interest as lessor to Trump Empire State Partners
("Trump"). Associates' rights under the master leasehold remain
unchanged.
Registrant's partners are Peter L. Malkin, Thomas N.
Keltner, Jr. and Richard A. Shapiro (collectively, the "Partners"),
each of whom also acts as an agent for holders of participations in
his respective partnership interest in Registrant (the
"Participants"). The Partners in Registrant are also members of the
law firm of Wien & Malkin LLP, 60 East 42nd Street, New York, New
York, which acts as counsel to Registrant and Sublessee ("Counsel").
See Note C below.
The initial term of the Master Lease expired on January 5,
1992. On January 30, 1989, Registrant exercised its first of four 21-
year renewal options contained in the Master Lease and extended the
Master Lease through January 5, 2013. The annual rent payable under
the Master Lease is $1,970,000 through January 5, 2013 and $1,723,750
annually during the term of each renewal period thereafter.
The value of the Master Lease is stated at cost. To reflect
Registrant's exercise of the first renewal option under the Master
Lease, the estimated useful life of the Master Lease has been revised
to 25 years, effective January 1, 1988, through January 5, 2013.
Registrant does not operate the Property. It subleases the
Property to Empire State Building Company ("Sublessee") pursuant to a
net operating sublease (the "Sublease") with a term and renewal
options essentially coextensive with those contained in the Master
Lease. On January 30, 1989, Sublessee elected to renew the Sublease
for a term commencing January 4, 1992 to January 4, 2013.
Sublessee is required to pay annual basic rent ("Basic
Rent") of $6,018,750 from January 1, 1992 through January 4, 2013 and
$5,895,625 from January 5, 2013 through the expiration of all renewal
terms. Sublessee is also required to pay Registrant overage rent of
50% of Sublessee's net operating profit in excess of $1,000,000 for
each lease year ending December 31 ("Overage Rent").
Overage Rent and other accumulated interest and dividend
income are distributed annually after payment of any additional
payments for supervisory services to Counsel (as described in Note C
below). For 1999, Sublessee reported net operating profit of
$9,219,704; therefore, there was Overage Rent of $4,109,852 for the
year ended December 31, 1998. Registrant paid Counsel $180,000 as an
additional payment for supervisory services.
Sublessee is a New York partnership in which Peter L. Malkin
is a partner and Trusts created by Peter L. Malkin for family members
are beneficial owners of an interest in the Sublessee.
Note C - Supervisory Services
Registrant pays Counsel for special legal services at hourly
rates and for supervisory services and disbursements. The supervisory
fees are $100,000 per annum (the "Basic Payment") plus an additional
payment of 6% of all distributions to Participants in any year in
excess of the amount representing a return of 9% per annum on their
remaining original cash investment in any year ("Additional Payment").
At September 30, 1999, such remaining cash investment was $33,000,000,
representing the original cash investment of the Participants in
Registrant.
No remuneration was paid during the nine month period ended
September 30, 1999 by Registrant to any of the Partners as such.
Pursuant to the Fee arrangements described herein, Registrant paid
Counsel $75,000 of the Basic Payment for supervisory services for the
nine month period ended September 30, 1999, and $4,951 a month as the
Additional Payment for supervisory services. The supervisory services
provided to Registrant by Counsel include legal, administrative and
financial services. The legal and administrative services include
acting as general counsel to Registrant, maintaining all of its part-
nership records, performing physical inspections of the Building,
reviewing insurance coverage and conducting annual partnership
meetings. Financial services include monthly receipt of rent from the
Sublessee, payment of monthly rent to the fee owner, payment of
monthly and additional distributions to the Participants, payment of
all other disbursements, confirmation of the payment of real estate
taxes, and active review of financial statements submitted to
Registrant by Sublessee and financial statements audited by and tax
information prepared by Registrants' independent certified public
accountant, and distribution of such materials to the Participants.
Counsel also prepares quarterly, annual and other periodic filings
with the Securities and Exchange Commission and applicable state
authorities and distributes to the Participants quarterly source of
distribution reports.
Reference is made to Note B of this Item 1 ("Note B") for a
description of the terms of the Sublease between Registrant and
Sublessee. The respective interests of the Partners in Registrant and
in Sublessee arise solely from ownership of their respective
participations in Registrant and, in the case of Mr. Malkin, his
family trusts' ownership of an interest in Sublessee. The Partners
receive no extra or special benefit not shared on a pro rata basis
with all other Participants in Registrant or partners in Sublessee.
However, each of the Partners, by reason of his respective interest in
Counsel, is entitled to receive his share of any fees or other
remuneration paid to Counsel for services rendered to Registrant and
Sublessee.
As of September 30, 1999, the Partners owned of record and
beneficially an aggregate of $10,000 of participations in Registrant,
representing less than 1% of the currently outstanding participations
therein totaling $33,000,000.
In addition, as of September 30, 1999 certain of the
Partners (or their respective spouses) held additional Participations
as follows:
Entities for the benefit of members of Peter L. Malkin's
family owned of record and beneficially $434,583 of
Participations. Mr. Malkin disclaims any beneficial
ownership of such Participations, except that related Trusts
are required to complete scheduled payments to Mr. Malkin.
Peter L. Malkin owned of record as trustee or co-trustee,
but not beneficially, $195,000 of Participations. Mr.
Malkin disclaims any beneficial ownership of such
Participations.
Richard A. Shapiro owned of record as custodian, but not
beneficially $12,500 of Participations. Mr. Shapiro
disclaims any beneficial ownership of such Participations.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
As stated in Note B, Registrant was organized for the
1purpose of acquiring the Master Lease of the Property subject to the
Sublease. Basic Rent received by Registrant is used to pay annual
rent due under the Master Lease, the Basic Payment and the Additional
Payment for supervisory services; the balance of such Rent is
distributed to the Participants. Overage Rent and any interest and
dividends accumulated thereon are distributed to the Participants
after the Additional Payment is made to Counsel. See Note C of Item 1
above. Pursuant to the Sublease, Sublessee has assumed responsibility
for the condition, operation, repair, maintenance and management of
the Property. Registrant is not required to maintain substantial
reserves or otherwise maintain liquid assets to defray any operating
expenses of the Property.
Registrant does not pay dividends. During the nine month
period ended September 30, 1999, Registrant made regular monthly
distributions of $98.21 for each $10,000 participation ($1,178.52 per
annum for each $10,000 participation). 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
Sublessee to make payments of Basic Rent and Overage Rent to
Registrant in accordance with the terms of the Sublease. Registrant
expects to make distributions in the future so long as it receives the
payments provided for under the Sublease. See Note B.
Registrant's results of operations are affected primarily by
the amount of rent payable to it under the Sublease. The amount of
Overage Rent payable to Registrant is affected by (i) the cycles in
the New York City economy and real estate rental market and (ii) the
cost of the Property improvement program described herein under Other
Information. It is difficult for management to forecast the New York
City real estate market over future years.
Total income increased for the nine month period ended
September 30, 1999 as compared with the nine month period ended
September 30, 1998. Such increase resulted from an increase in
dividend income earned on funds temporarily invested in Fidelity U.S.
Treasury Income Portfolio. Total expenses increased for the nine
month period ended September 30, 1999 as compared with the nine month
period ended September 30, 1998. Such increase resulted from legal
fees incurred during the current quarter.
The State of New York has asserted utility tax deficiencies
through December 31, 1992 in connection with water, steam and non-
metered electricity rent inclusion charges to tenants, plus interest
thereon. The Supreme Court, New York County, granted summary judgment
in favor of the State, which was affirmed by the Appellate Division,
holding that the State utility tax applies to such inclusion charges.
Pursuant to the terms of the settlement agreement, Sublessee agreed to
pay the State's assessed tax in the sum of $979,109, plus interest of
approximately $605,000 through July 31, 1996. The State has agreed to
payment of the aforesaid liability over a period of four years,
commencing August, 1996, in equal monthly installments of $40,000,
including interest on the unpaid balance at the statutory rate. The
State has accepted a bond as security for the unpaid liability.
Registrant also is liable for New York State Utility tax for periods
after December 31, 1992. The state assessed tax for the years 1993
through 1995, in the sum of $636,404 plus interest of $249,521 through
December 31, 1998. Registrant is currently negotiating a reduction in
the tax as well as a payment schedule for the aforesaid liability.
The City of New York has asserted a Utility Tax deficiency
in the amount of $277,125 against Registrant through December 31,
1994, in connection with water, steam and non-metered electricity rent
inclusion charges to tenants, plus accrued interest of approximately
$286,752 through August 31, 1999. Registrant is contesting the
calculation of the city's proposed Utility Tax deficiency. The final
outcome of its appeal cannot presently be determined. Accordingly, no
provision for any liability that may result upon final adjudication
has been made in the accompanying financial statements.
Registrant also is liable for additional New York City
Utility Tax periods after December 31, 1994. The amount of such
additional tax has yet to be determined.
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the nine month period ended September 30, 1999, as
compared with the nine month period ended September 30, 1998.
Assuming that the Building continues to generate an annual
net profit in future years comparable to that in the current year,
Registrant anticipates that the value of the Building and the Property
will exceed the indicated balance sheet value at September 30, 1999.
Registrant anticipates that funds for working capital will
be generated by operations of the Building by Sublessee, which entity
in turn is required to make payments of Basic Rent and Overage Rent
under the Sublease and, to the extent necessary, from additional
capital investment by the partners in Sublessee and/or external
financing. Registrant foresees no need to make material commitments
for capital expenditures while the Sublease 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, 1998, which report
and all exhibits thereto are incorporated herein by reference and made
a part hereof.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Property of Registrant is the subject of the following
pending litigation:
Studley v. Empire State Building Associates: On October 21,
1991, in an action entitled Studley v. Empire State Building
Associates et al., the holder of a $20,000 original participation in
Registrant brought suit in New York Supreme Court, New York County
against the Agents for Registrant (Peter L. Malkin, Donald A. Bettex
and Alvin Silverman) in their individual capacities and Wien, Malkin &
Bettex (currently "Wien & Malkin LLP") counsel to Registrant. The
suit claimed that the defendants had engaged in breaches of fiduciary
duty and acts of self-dealing in relation to the Agents' solicitation
of consents and authorizations from the participants in Registrant in
September 1991 and in relation to other unrelated acts of the Agents
and the sublessee. By order dated July 14, 1997, and entered July 29,
1997, the Court granted defendants' motion for summary judgment and
dismissal of the action. The Plaintiff filed an appeal with respect
to the foregoing order. By decision and order entered April 2, 1998,
the Appellate Court unanimously affirmed the order dismissing the
action. The Plaintiff has been denied permission to appeal to the New
York Court of Appeals. The Plaintiff has filed a further Complaint
alleging similar claims, purportedly as a class action. Defendant's
counsel filed a motion to dismiss the new complaint based upon the
Court's prior rulings and on other grounds. In March, 1999, the Court
granted the motion for dismissal of the new complaint. The Plaintiff
has appealed the dismissal.
Proceedings involving Trump Empire State Partners: In
December 1994, Registrant received a notice of default from Trump.
The Trump default notice to Registrant claimed that Registrant was in
violation of its master lease because of extensive work which
Sublessee had undertaken as part of an improvement program that
commenced before Trump reportedly acquired its interest in the
property in 1994. Trump's notice also complained that the Building
was in need of repairs. On February 14, 1995, Registrant and
Sublessee filed an action ("Action No. 1") in New York State Supreme
Court against Trump for a declaratory judgment that none of the
matters set forth in the notice of default constitutes a violation of
the master lease or sublease and that the notice of default is
entirely without merit. Registrant's and Sublessee's suit also seeks
an injunction to prevent Trump from implementing the notice of
default. On March 24, 1995, the Court granted Registrant a
preliminary injunction against Trump. In 1996 the Court granted two
additional preliminary injunctions against Trump with respect to two
additional default notices. The preliminary injunctions prohibit
Trump from acting on its notices of default to Registrant at any time,
pending the prosecution of claims by Registrant and Sublessee for a
final declaratory judgment and an injunction and other relief against
the Trump defendants. The Appellate Court has upheld and affirmed the
granting of such preliminary injunctions against the Trump defendants.
On February 15, 1995, Trump filed an action ("Action No. 2")
against Registrant, Sublessee, Counsel, Harry B. Helmsley, a partner
in Sublessee, Helmsley-Spear, Inc. (the management company of the
Empire State Building), and the Agents for Registrant in New York
State Supreme Court, alleging that the notice of default is valid and
seeking damages and related relief based thereon. On October 24, 1996
the Court dismissed all of Trump's claims in their entirety against
all defendants in Action No. 2. Trump appealed this Order. The
Appellate Court has unanimously affirmed the dismissal of Trump's
claims.
In May, 1995, Registrant and Sublessee filed a separate
legal action ("Action No. 3") against Trump and various affiliated
persons for breach of the master lease and sublease, and disparagement
of the property in violation of Registrant' and Sublessee's leasehold
rights. The action was amended to include additional claims by
Registrant and Sublessee (the "Ownership Claim") seeking a declaratory
judgment that they may act as an owner of the Property for purposes of
making applications and related activities pursuant to the New York
City Building Code. By decision and order dated October 24, 1996, the
Court sustained Registrant's and Sublessee's claims concerning the
parties who may act as owner of the Property under the Building Code,
but dismissed Registrant's and Sublessee's claims against Trump and
co-defendants for money damages. Registrant and Sublessee appealed
that portion of the Court's order dismissing their claims for money
damages. The Appellate Court has affirmed that part of the Court's
order dismissing the claims for money damages.
On March 16, 1999, the New York Supreme Court granted
summary judgment in Action Nos. 1 and 3 in favor of Registrant and the
Sublessee and against the Trump defendants as to most of the alleged
lease defaults set forth in the Trump default notice of December 1994,
and as to the two additional Trump default notices in their entirety
and the Ownership Claim.
New York Skyline Inc.: Registrant is a defendant in an
action instituted in the Supreme Court of the State of New York,
County of New York, entitled New York Skyline Inc. v. Empire State
Building Company, Empire State Building Associates, Nell H. Kessner,
Helmsley-Spear, Inc. and Stephen A. Tole. This lawsuit, which was
brought by a tenant in the Building and was filed on December 23,
1997, seeks at least $205,000,000 in damages. In its complaint,
plaintiff-tenant asserts thirteen causes of action (twelve of which
are against Sublessee) in connection with its leases and license
agreements of space in the Building and alleges that it is entitled
to, among other things, specific performance as to its alleged rights
under its leases and licensing agreements with Sublessee, a
declaratory judgment as to the rights of the parties under the leases
and licensing agreements, any monies allegedly due plaintiff under
those agreements, as well as injunctive relief and additional money
damages. While the complaint includes Registrant as a named
defendant, it does not allege or identify any agreement between
plaintiff and Registrant or any other basis of liability on
Registrant's part to plaintiff. On March 16, 1998, Registrant filed an
answer to the amended complaint denying all allegations of liability.
Registrant intends to contest the case vigorously. On April 7, 1999,
Registrant's counsel filed an application to the Court for summary
judgment and dismissal of the action as to Registrant. The motion is
scheduled for submission to the Court on November 12, 1999.
On or about February 5, 1998, plaintiff served an amended
complaint which, among other things, added Kessner & Cyruli, f/k/a
Nell H. Kessner & Associates, former landlord-tenant counsel for the
Building, and Eileen Aluska, a former Helmsley-Spear, Inc. employee,
as defendants. The amended complaint asserts eleven causes of action,
similar to those asserted in the original complaint.
Because the action is still in the pleading stage and pre-
trial discovery has not yet started, counsel for Registrant has not
formed a professional conclusion that an adverse outcome is either
probable or remote.
Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et. al.
On June 19, 1997 Wien & Malkin LLP and Peter L. Malkin filed an action
in the Supreme Court of the State of New York, against Helmsley-Spear,
Inc. and Leona Helmsley concerning various partnerships which own,
lease or operate buildings managed by Helmsley-Spear, Inc., including
Registrant's property. In their complaint, plaintiffs sought the
removal of Helmsley-Spear, Inc. as managing and leasing agent for all
of the buildings. Plaintiffs also sought an order precluding Leona
Helmsley from exercising any partner management powers in the
partnerships. In August, 1997, the Supreme Court directed that the
foregoing claims proceed to arbitration. As a result, Mr. Malkin and
Wien & Malkin LLP filed an arbitration complaint against Helmsley-
Spear, Inc. and Mrs. Helmsley before the American Arbitration
Association. Helmsley-Spear, Inc. and Mrs. Helmsley served answers
denying liability and asserting various affirmative defenses and
counterclaims; and Mr. Malkin and Wien & Malkin LLP filed a reply
denying the counterclaims. By agreement dated December 16, 1997, Mr.
Malkin and Wien & Malkin LLP (each for their own account and not in
any representative capacity) reached a settlement with Mrs. Helmsley
of the claims and counterclaims in the arbitration and litigation
between them. Mr. Malkin and Wien & Malkin LLP are continuing their
prosecution of claims in the arbitration for relief against
Helmsley-Spear, Inc., including its termination as the leasing and
managing agent for various entities and properties, including the
Registrant's Sublessee.
Item 5. Other Information
Sublessee is to maintain the Building as a high-class office
building as required by the terms of the Sublease.
In 1990, Sublessee commenced its latest improvement program
which is estimated to be completed in 1999 at a total cost in excess
of $68,000,000. Under this program, approximately 6,400 windows have
been replaced. In addition, the elevators have been upgraded through
the installation of a computerized control system and replacement of
all electrical and mechanical equipment. The elevator modernization
program has increased elevator speed from 800-950 feet per minute to
1200 feet per minute. Also included is waterproofing the Building's
exterior, resetting and repairing the limestone facade, upgrading the
Building's security system, upgrading and replacing the Building's
fire safety system and making substantial further improvement to the
air-conditioning, domestic pump and water systems, waterproofing the
mooring mast and installing a new observation deck ticket office.
The Sublessee anticipates that the costs of improvements to
be incurred will reduce Overage Rent during the year 1999, but should
have no effect on the payment of Basic Rent in those years.
Under Sublessee's management, the Building during this
decade has won six awards from the Building Owners and Management
Association ("BOMA") (BOMA/NY Award 1989; BOMA Middle Atlantic Region
Award 1990/91 and the BOMA International Award for excellence
1992/93). The New York Landmarks Conservancy awarded a Merit Citation
to the Building. In 1994, Metaloptics recognized the Building for
excellence in lighting efficiency. In December 1994, Energy User
News, a national publication, awarded a Certificate of Merit in the
lighting category for excellence and innovation in energy efficiency
and management of the Building.
Item 6. Exhibits and Reports on Form 8-K
(a) See exhibit index.
(b) Registrant did not file any report on Form 8-K for the
period for which this report is being filed.
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 Partners in
Registrant, pursuant to Powers of Attorney, dated August 6, 1996 and
May 14, 1999 (collectively, the "Power").
EMPIRE STATE BUILDING ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 16, 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 Partners in Registrant, pursuant to the Power,
on behalf of Registrant on the date indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 16, 1999
__________________________
* Mr. Katzman supervises accounting functions for Registrant.
EXHIBIT INDEX
Number Document Page*
3(a) Registrant's Partnership Agreement dated
July 11, 1961, filed as Exhibit No. 1 to
Registrant's Registration Statement on
Form S-1 as amended (the "Registration
Statement") by letter dated August 8, 1962
and assigned File No. 2-18741, is
incorporated by reference as an exhibit
hereto.
3(b) Amended Business Certificate of
Registrant filed with the Clerk of New
York County on August 19, 1996 reflecting
a change in the Partners of Registrant
which was filed as Exhibit 3(b) to
Registrant's Annual Report on 10-K for the
fiscal year ended December 31, 1996 and is
incorporated by reference as an exhibit
hereto.
4 Registrant's form of Participating
Agreement, filed as Exhibit No. 6 to
the Registration Statement by letter
dated August 8, 1962 and assigned File
No. 2-18741, is incorporated by
reference as an exhibit hereto.
24 Powers of Attorney dated August 6, 1996
and May 14, 1999 between the Partners of
Registrant and Stanley Katzman and Richard
A. Shapiro which was filed as Exhibit 24
to Registrant's 10-Q for the quarter ended
June 30, 1999 and is incorporated herein
by reference.
__________________________
* Page references are based on sequential numbering system.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Balance Sheet as of September 30, 1999 and the Statement Of Income
for the year ended September 30, 1999, and is qualified in its entirety by
refenence to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 360,172
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,926,135<F1>
<PP&E> 39,000,000
<DEPRECIATION> 36,237,778
<TOTAL-ASSETS> 5,688,357
<CURRENT-LIABILITIES> 1,452,216
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 4,236,141
<TOTAL-LIABILITY-AND-EQUITY> 5,688,357
<SALES> 4,514,063<F2>
<TOTAL-REVENUES> 4,623,621<F3>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,797,777<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,825,844
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,825,844
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,825,844
<EPS-BASIC> 856.32<F5>
<EPS-DILUTED> 856.32<F5>
<FN>
<F1>Includes prepaid rent
<F2>Rental income
<F3>Includes dividend income
<F4>Leasehold rent, supervisory fees, legal fees and amortization of
leasehold
<F5>Earnings per $10,000 participation unit, based on 3,300 participation
units outstanding during the year
</TABLE>
