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, 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 18 of this Report.
Number of pages (including exhibits) in this filing: 18
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Empire State Building Associates
Condensed Statements of Income
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2000 1999 2000 1999
Income:
Rent income, from a
related party (Note B) $1,504,688 $1,504,688 $4,514,063 $4,514,063
Dividend income 52,024 31,990 195,705 109,558
--------- ---------- ---------- ----------
Total income 1,556,712 1,536,678 4,709,768 4,623,621
---------- ---------- ---------- ----------
Expenses:
Leasehold rent 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 -0- 44,363 -0- 44,363
--------- --------- ---------- ----------
Total expenses 584,471 628,834 1,753,414 1,797,777
--------- --------- ---------- ----------
Net income $ 972,241 $ 907,844 $2,956,354 $2,825,844
========= ========= ========== ==========
Earnings per $10,000
participation unit,
based on 3,300 participation
units outstanding
during the year $ 294.62 $ 275.10 $ 895.86 $ 856.32
========= ========= ========== ==========
Distributions per $10,000
participation consisted
of the following:
Income $ 294.62 $ 275.10 $ 895.86 $ 856.32
Return of capital .03 19.55 1,994.20 882.17
--------- --------- ---------- ----------
Total distributions $ 294.65 $ 294.65 $ 2,890.06 $ 1,738.49
========= ========= ========== ==========
At September 30, 2000 and 1999, there were $33,000,000 of participations
outstanding.
Empire State Building Associates
Condensed Balance Sheets
(Unaudited)
Assets September 30, 2000 December 31, 1999
Current assets
Cash $ 328,530 $ 328,360
Fidelity U.S. Treasury Income Portfolio 3,343,953 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 $3,696,314 $10,543,375
Real Estate
Leasehold on Empire State Building 39,000,000 39,000,000
Less, allowance for amortization 36,446,245 36,289,894
---------- -----------
2,553,755 2,710,106
---------- -----------
Total Assets $6,250,069 $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 Liabilities $1,491,886 $1,914,452
---------- ----------
Capital
Capital January 1, 11,339,029 7,147,297
Add, Net income:
January 1, 2000 through September 30, 2000 2,956,354 -0-
January 1, 1999 through December 31, 1999 -0- 10,901,065
---------- ----------
$14,295,383 $18,048,362
---------- -----------
Less, Distributions:
Monthly distributions,
January 1, 2000 through September 30, 2000 2,917,000 -0-
January 1, 1999 through December 31, 1999 -0- 3,889,333
Additional Distribution on 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 $9,537,200 $6,709,333
---------- ----------
Empire State Building Associates
Condensed Balance Sheets
(cont.)
(Unaudited)
September 30, 2000 December 31, 1999
Capital
September 30, 2000 4,758,183 -0-
December 31, 1999 -0- 11,339,029
---------- ----------
Total Liabilities and Capital:
September 30, 2000 $6,250,069
December 31, 1999 ========= $13,253,481
==========
Empire State Building Associates
Statement of Cash Flows
(Unaudited)
January 1, 2000 January 1, 1999
through through
September 30, 2000 September 30, 1999
Cash flows from operating
activities:
Net income $2,956,354 $2,825,844
Adjustments to reconcile
net income to cash provided
by operating activities:
Amortization of leasehold 156,351 156,351
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 $3,672,248 $3,403,922
---------- ----------
Cash flows from financing activities:
Cash distributions (9,537,200) (5,737,000)
---------- ----------
Net cash used in financing
activities (9,537,200) (5,737,000)
---------- ----------
Net decrease in cash
and cash equivalents $(5,864,952) $(2,333,078)
Cash and cash equivalents
beginning of period 9,537,435 5,235,381
---------- ----------
Cash and cash equivalents
end of period $3,672,483 $2,902,303
========== ==========
Notes to Condensed Financial Statements (unaudited)
Note A - 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 September 30, 2000, its results of operations for the nine
and three months ended September 30, 2000 and 1999, its cash flows for the
nine months ended September 30, 2000 and 1999 and its changes in Partners'
capital for the nine months ended September 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 nine months ended September 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 September 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 nine month period ended
September 30, 2000 by Registrant to any of the Partners as such. Pursuant
to the Fee arrangements described herein, Registrant paid Supervisor $75,000
of the Basic Payment for supervisory services for the nine month period
ended September 30, 2000, and $4,951 a month as the Additional Payment for
supervisory services.
The supervisory services provided to Registrant by Supervisor
include real estate supervisory, legal, administrative and financial
services. The services include, but are not limited to providing or
coordinating with counsel to Registrant, maintaining all of its partnership
and Participant records, performing physical inspections of the Building,
reviewing insurance coverage and conducting annual partnership meetings.
Financial services include monthly receipt of rent from Net Lessee, 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 Net Lessee
and financial statements audited by and tax information prepared by
Registrant's independent certified public accountant, and distribution of
such materials to the Participants. Supervisor also prepares quarterly,
annual and other periodic filings with the Securities and Exchange
Commission and applicable state authorities.
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 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 September 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 September 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, $255,000 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, the Basic Payment and the 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 nine month period
ended September 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 nine month period ended September
30, 2000 as compared with the nine month period ended September 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 decreased for the nine month period ended September 30, 2000 as
compared with the nine month period ended September 30, 1999. Such decrease
resulted from legal fees being incurred during the nine month period ended
September 30, 1999.
The State of New York had 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 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 nine month period ended September 30, 2000, as compared with the
nine month period ended September 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 September 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 Supreme 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 Division of the Supreme Court unanimously affirmed the order
dismissing the action. The plaintiff was denied permission to appeal the
Appellate Division's ruling to the New York Court of Appeals. In October
1997, the plaintiff has filed a further Complaint in New York Supreme Court
alleging similar claims, purportedly as a class action. Defendants' counsel
filed a motion to dismiss the new complaint based upon the courts' prior
rulings and on other grounds. The Court granted the motion to dismiss the
new complaint in its entirety. On plaintiff's appeal of that ruling, the
Appellate Division by decision and order dated October 17, 2000, unanimously
affirmed the dismissal of the plaintiff's new complaint.
Plaintiff's motion for permission to appeal the Appellate Division's
affirmance to the New York Court of Appeals 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.
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 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 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 2000, but should have no
effect on the payment of Basic Rent.
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 20, 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: November 20, 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 refer-
ence 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.
Empire State Building Associates
20.
September 30, 1998
