U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 0-827
Cusip Number:
(Check One):
[XX] Form 10-K and Form 10-KSB [ ] Form 20-F
[ ] Form 11-K [XX] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_________________
Read attached Instruction Sheet Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
___________________________________
Part I - Registrant Information
Empire State Building Associates
Full Name of Registrant
_____________________________
(Former Name if Applicable)
60 East 42nd Street
Address of Principal Executive Office
(Street and Number)
New York, New York 10165
City, State and Zip Code<PAGE>
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed (Check box if
appropriate)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
[ effort or expense;
[
[ (b) The subject annual report, semi-annual report,
[ transition report on Form 10-K, Form 20-F, 11-K or Form
[ N-SAR, or portion thereof will be filed on or before the
[X] [ fifteenth calendar day following the prescribed due date; or
[ the subject quarterly report or transition report on Form
[ 10-Q, or portion thereof will be filed on or before the
[ fifth calendar day following the prescribed due date; and
[
[ (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K and
Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the
transition report or portion thereof could not be filed within the
prescribed period.
We are awaiting certain financial information regarding
Registrant.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to
this notification
Mark Labell, Esq. (212) 850-2677
(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify report(s).
[XX] Yes [ ] No
-2-<PAGE>
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[ ] Yes [XX] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
Empire State Building Associates
(Name of Registrant as specified in charter)
has caused this Notification to be signed on its behalf by
the undersigned thereunto duly authorized Attorney-in-Fact
for Registrant and each of the Partners in Registrant,
pursuant to a Power of Attorney, dated August 6, 1996 and May
14, 1998, and attached hereto as Exhibit 1.
Dated: March 29, 1999
EMPIRE STATE BUILDING ASSOCIATES
(Registrant)
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact
-3-<PAGE>
EXHIBIT 1
EMPIRE STATE BUILDING ASSOCIATES
FILE NO. 0-827
POWER OF ATTORNEY
We, the undersigned general partners of Empire
State Building Associates ("Associates"), hereby severally
constitute and appoint Stanley Katzman and Richard A. Shapiro
and each of them, individually, our true and lawful attorneys
with full power to them and each of them to sign for us, and
in our names and in the capacities indicated below on behalf
of Associates, any and all reports or other statements
required to be filed with the Securities and Exchange
Commission under Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Signature Title Date
/s/Peter L. Malkin
Peter L. Malkin General Partner August 6, 1996
/s/Richard A. Shapiro
Richard A. Shapiro General Partner May 14, 1998
/s/Thomas N. Keltner, Jr.
Thomas N. Keltner, Jr. General Partner May 14, 1998
-4-<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 6th day of August, 1996 before me personally came
PETER L. MALKIN, to me known to be the individual described in and
who executed the foregoing instrument, and acknowledged that he
executed the same.
/s/Notary Public
NOTARY PUBLIC
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 14th day of May, 1998 before me personally came
THOMAS N. KELTNER, JR. AND RICHARD A. SHAPIRO, to me known to be
the individuals described in and who executed the foregoing
instrument, and acknowledged that they executed the same.
/s/Notary Public
NOTARY PUBLIC
-5-<PAGE>
