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 June 30, 2000
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 Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
Income:
Rent income, from a
related party (Note B) $1,504,688 $1,504,688 $3,009,375 $3,009,375
Dividend income 48,471 30,410 143,682 77,568
---------- ---------- ---------- ----------
Total income $1,553,159 1,535,098 $3,153,057 3,086,943
---------- ---------- ---------- ----------
Expenses:
Leasehold rent 492,500 492,500 985,000 985,000
Supervisory services, to a
related party (Note C) 39,854 39,854 79,708 79,708
Amortization of leasehold 52,117 52,117 104,234 104,234
Miscellaneous -0- -0- -0- -0-
---------- ---------- ---------- ----------
Total expenses 584,471 584,471 1,168,942 1,168,942
---------- ---------- ---------- ----------
Net income $ 968,688 $ 950,627 $1,984,115 $1,918,001
========== ========== ========== ==========
Earnings per $10,000
Participation unit,
based on 3,300
participation units
outstanding during
the year $ 293.54 $ 288.07 $ 601.25 $ 581.21
========== ========== ========== ==========
Distributions per $10,000
participation consisted
of the following:
Income $ 293.54 $ 288.07 $ 601.25 $ 581.21
Return of capital 1.11 6.58 1,994.16 862.63
---------- ---------- ---------- ----------
Total distributions $ 294.65 $ 294.65 $ 2,595.41 $ 1,443.84
========== ========== =========== ==========
At June 30, 2000 and 1999, there were $33,000,000 of participations
outstanding.
Empire State Building Associates
Condensed Balance Sheet
(Unaudited)
Assets June 30, 2000 December 31, 1999
Current assets
Cash $ 328,530 $ 328,360
Fidelity U.S. Treasury Income
Portfolio 3,291,930 9,209,075
Prepaid rent 23,831 23,831
Additional rent due from Empire State
Building Company, a related party -0- $ 982,109
---------- -----------
Total current assets 3,644,291 10,543,375
---------- -----------
Real Estate
Leasehold on Empire State
Building 39,000,000 39,000,000
Less, allowance for amortization 36,394,128 36,289,894
---------- -----------
2,605,872 2,710,106
---------- -----------
Total assets $6,250,163 $13,253,481
========== ===========
Current Liabilities:
Accrued legal fees, to a related
party $1,491,886 $1,491,886
Accrued supervisory services,
to a related party -0- 422,566
---------- ----------
Total current liabilities $1,491,886 $1,914,452
---------- ----------
Capital
Capital January 1, 11,339,029 7,147,297
Add, Net income:
January 1, 2000 through
June 30, 2000 1,984,115 -0-
January 1, 1999 through
December 31, 1999 -0- 10,901,065
---------- ----------
$13,323,144 $18,048,362
---------- ----------
Less, Distributions:
Monthly distributions,
January 1, 2000 through
June 30, 2000 1,944,667 -0-
January 1, 1999 through
December 31, 1999 -0- 3,889,333
Empire State Building Associates
Condensed Balance Sheet
(Unaudited)
(CONTINUED)
Additional distribution on June 30, 2000 December 31, 1999
February 29, 2000 of overage rent
for the lease year ended
December 31, 1999 6,620,200 -0-
Additional distribution on
March 5, 1999 of overage rent
for the lease year ended
December 31, 1998 -0- 2,820,000
---------- ----------
Total distributions $8,564,867 $6,709,333
---------- ----------
Capital
June 30, 2000 4,758,277 -0-
December 31, 1999 -0- 11,339,029
---------- ----------
Total liabilities and capital:
June 30, 2000 $6,250,163
December 31, 1999 ========== $13,253,481
==========
Empire State Building Associates
Condensed Statement of Cash Flows
(Unaudited)
January 1, 2000 January 1, 1999
through through
June 30, 2000 June 30, 1999
Cash flows from operating activities:
Net income $1,984,115 $ 1,918,001
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization of leasehold 104,234 104,234
Change in additional rent due 982,109 609,852
Change in accrued supervisory services (422,566) (180,000)
Change in accrued legal fees -0- (8,125)
---------- ----------
Net cash provided by operating
activities $2,647,892 $2,443,962
---------- ----------
Cash flows from financing activities:
Cash distributions $(8,564,867) $(4,764,667)
---------- ----------
Net cash used in financing
activities $(8,564,867) $(4,764,667)
---------- ----------
Net (decrease) in cash
And cash equivalents $(5,916,975) $(2,320,705)
Cash and cash equivalents
beginning of period 9,537,435 5,235,381
---------- ----------
Cash and cash equivalents
end of period $3,620,460 $2,914,676
========== ==========
Notes to Condensed Financial Statements (unaudited)
Note A Organization and basis of Presentation
In the opinion of management, the accompanying unaudited
condensed financial statements reflect all adjustments, consisting of
normal recurring accruals, necessary to present fairly the financial
position of Registrant as of June 30, 2000, its results of operations
for the six and three months ended June 30, 2000 and 1999, its cash
flows for the six months ended June 30, 2000 and 1999 and its changes
in Partners' capital for the six months ended June 30, 2000.
Information included in the condensed balance sheet as of December 31,
1999 has been derived from the audited balance sheet included in
Registrant's Form 10-K for the year ended December 31, 1999 (the "10-
K") previously filed with the Securities and Exchange Commission (the
"SEC"). Pursuant to rules and regulations of the SEC, certain
information and disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted from these financial statements unless
significant changes have taken place since the end of the most recent
fiscal year. Accordingly, these unaudited condensed financial
statements should be read in conjunction with the financial
statements, notes to financial statements and the other information in
the 10-K. The results of operations for the six months ended June 30,
2000 are not necessarily indicative of the results to be expected for
the full year.
Note B Interim Period Reporting
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"). The fee owner of the property is
Trump Empire State Partners.
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 Wien
& Malkin LLP, 60 East 42nd Street, New York, New York, which provides
supervisory and other services to Registrant and Sublessee (the
"Supervisor"). 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 Supervisor (as described in Note
C below). For 1999, Sublessee reported net operating profit of
$16,164,218; therefore, there was Overage Rent of $7,582,109 for the
year ended December 31, 1999. Registrant paid Supervisor $481,983 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 Supervisor for special 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 June 30, 2000 such remaining cash investment was $33,000,000,
representing the original cash investment of the Participants in
Registrant.
No remuneration was paid during the six month period ended
June 30, 2000 by Registrant to any of the Partners as such. Pursuant
to the Fee arrangements described herein, Registrant paid Supervisor
$50,000 of the Basic Payment for supervisory services for the six
month period ended June 30, 2000 and $4,951 a month as the Additional
Payment for supervisory services. The supervisory services include,
among other items, the preparation of certain reports required by the
Securities and Exchange Commission, the monitoring or coordination of
certain other areas of legal compliance, the preparation of certain
financial reports, as well as the supervision of accounting and other
documentation related to the administration of Registrant's business.
See Item 7 hereof. Out of its fees, Supervisor paid all disbursements
and costs of regular accounting services.
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 interests 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
Supervisor, is entitled to receive his share of any fees or other
remuneration paid to Supervisor for services rendered to Registrant
and Sublessee.
As of June 30, 2000 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 June 30, 2000 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 $546,250 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, $250,000 of Participations. Mr.
Malkin 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
purpose 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 and the Basic Payment and Additional
Payment for supervisory services; the balance of such Basic 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 Supervisor. 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 six month
period ended June 30, 2000 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, particularly distributions of
Overage Rent, 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 economy and real estate market over the next few years.
Total income increased for the six month period ended June
30, 2000 as compared with the six month period ended June 30, 1999.
Such increase resulted from an increase in dividend income earned on
funds temporarily invested in Fidelity U.S. Treasury Income Portfolio.
Total expenses remained the same for the six month period ended June
30, 2000 as compared with the six month period ended June 30, 1999.
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
final payment was made in June 2000. The State had accepted a bond as
security for the unpaid liability. Sublessee 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 $243,270
plus interest of $126,653 through May 31, 2000.
The City of New York had asserted a Utility Tax deficiency
in the amount of $277,125 against Sublessee through December 31, 1994,
in connection with water, steam and non-metered electricity rent
inclusion charges to tenants, plus accrued interest of approximately
$345,603 through April 30, 2000. Under a settlement proposed by New
York City for all taxpayers, Sublessee has settled all New York City
utility taxes by agreeing to pay any tax due for only the year 1997.
The City has concluded its audit and determined that no additional tax
is due for 1997. Accordingly, the prior assessment aggregating
approximately $ 350,000, including interest through May 31, 2000, has
been cancelled. In addition, no further tax will be assessed for the
years 1995 through 1997. The imposition of both New York State and New
York City utility taxes on landlords has been repealed effective
January 1, 1998.
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the six month period ended June 30, 2000, as compared
with the six month period ended June 30, 1999.
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 June 30, 2000.
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, 1999, 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"), Supervisor 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. Defendants'
counsel filed a motion to dismiss the new complaint based upon the
Court's prior rulings and on other grounds. The Court granted the
motion to dismiss the new complaint in its entirety. Plaintiff's
appeal of the dismissal is pending.
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, Supervisor, 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.
By orders dated March 10 and December 16, 1999, the New York
Supreme Court granted partial and then final summary judgement in
Action Nos. 1 and 3 in favor of Registrant and the Sublessee and
against the Trump defendants, rejecting all of the claims of default
asserted by Trump and declaring that Registrant and the Sublessee were
entitled to act as owner for Buildings Department purposes.
On June 6, 2000, the Appellate Division affirmed the lower
court's summary judgement orders.
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 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 party defendants. The amended complaint
asserts eleven causes of action, similar to those asserted in the
original complaint. On March 16, 1998, Registrant filed an answer to
the amended complaint denying all allegations of liability. On
December 30, 1999 the action was settled and discontinued without any
payment or other contribution by Registrant to the settlement.
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 substantially completed in 2000 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 improvements 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 2000 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 at 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: August 14, 2000
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: August 14, 2000
__________________________
* 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.
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* Page references are based on sequential numbering system.
