UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [XX]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[XX] Preliminary Proxy Statement [ ] Confidential, for use of
[ ] Definitive Proxy Statement the Commission Only
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Commission File No. 0-2673
Navarre-500 Building Associates
(Name of Registrant as Speficied In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[XX] No fee required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and determined):
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
5) Total fee paid:. . . . . . . . . . . . . . . . . .
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[ ] Fee paid previously with preliminary materials
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NAVARRE-500 BUILDINGS ASSOCIATES
c/o Wien & Malkin LLP
60 East 42nd Street - 48th Floor
New York, New York 10165-0015
NAVARRE-500 BUILDINGS ASSOCIATES
STATEMENT ISSUED BY THE AGENTS IN CONNECTION WITH THE
SOLICITATION OF CONSENTS OF THE
PARTICIPANTS
(date of letter)
This Statement is issued in connection with the
solicitation of Consents of the Participants in Navarre-500
Buildings Associates ("Associates") by Peter L. Malkin and
Thomas N. Keltner, Jr., as Agents (the "Agents") for the
participants (the "Participants"). Associates was formed to
acquire the long-term leasehold of 500 Seventh Avenue, 512
Seventh Avenue and 228 West 38th Street, New York, New York (the
"Buildings"), subject to a net operating sublease (the "Net
Sublease").
The Agents are requesting the consent of the Participants
to the designation of new successor Agents. The Agents
recommend approval of the proposal, as there currently is only
one eligible successor Agent.
It is anticipated that this Statement and the accompanying
form of Consent will be mailed to the Participants on (date of
letter). The solicitation of Consents will terminate on (first
anniversary of date of letter) unless extended by the Agents,
but in no event later than 90 days thereafter. The Agents will
advise all Participants of the results of this solicitation no
later than 60 days after the termination date noted above or any
extension thereof.
I. BACKGROUND
Associates, a New York partnership, was organized on March
21, 1958 to acquire the long-term leasehold on the Property
subject to the Net Sublease. Associates is comprised of two
partners, each of whom acts as Agent for a Group of Participants
pursuant to a participating agreement ("Participating
Agreement"). Each of the two Participant Groups owns a one-half
interest in Associates, representing $1,600,000 in interests of
the original $3,200,000 cash investment in Associates.<PAGE>
The original Agents in Associates were the late Lawrence A.
Wien and Fred Linden. Peter L. Malkin and Thomas N. Keltner,
Jr. are the current Agents in Associates.
The terms of each Participating Agreement are identical.
Under each of the Participating Agreements between an Agent and
his respective Group of Participants, Participants have the
right to approve or disapprove certain proposed actions by their
Agent, including the designation of successor Agents. Since an
Agent is restricted in the actions he or she can take without
consent of the Participants, and the Property is operated bu
500-512 Seventh Avenue Associates, the net sublesseee (the
"Sublessee") under the Net Sublease, an Agent's discretion in
most areas is virtually non-existent. There is no specific term
of office of any Agent, and Agents receive no compensation for
their service.
The percentage in interest of Participants required to
approve the proposal of the Agents in this Statement is
described in Section V. - Terms of Solicitation of Consents.
II. DESIGNATION OF SUCCESSORS TO THE AGENTS
Paragraph Sixth of each Participating Agreement provides
that, in the event of the retirement, removal, bankruptcy,
death, insanity or other disability of an Agent, he shall be
succeeded by certain persons in the order listed therein or by
any other person of full age designated in writing by the holder
of at least 75% of the Participations in that Group.
There is no remaining successor Agent available to serve at
this time from those named in the original Participating
Agreements. There is only one successor Agent named in the
January 12, 1988 consent solicitation letter for successor
Agents. Therefore, it is necessary to designate new successors
for each Agent to provide for the long-term future of the
investment.
The Agents recommend that each Group of Participants
approve the following as successor Agents for its Group: (a)
any individual who, at the time of his or her designation as
Agent, is a partner in Wien & Malkin LLP or any successor
thereto (W&MLLP), (b) any individual who, at the time of his or
her designation as Agent, is associated with or employed by
W&MLLP and has appropriate business experience and
qualifications as determined by the Chairman of the Executive
Committee of W&MLLP, (c) Anthony E. Malkin, and (d) Scott D.
Malkin. The order of succession shall be determined by Peter L.
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Malkin or, failing such determination, by the Executive
Committee of W&MLLP. Currently, Peter L. Malkin serves as
Chairman of the Executive Committee.
The Participants' consent to the designation of a category
of persons qualified to act as successor Agents, such as is
represented by partners (category (a) above) and selected
associates or employees (category (b) above) of W&MLLP, will
provide greater assurance of the continued availability of
qualified individuals who are eligible to serve as Agents as
vacancies occur in the future. Designation of categories of
appropriate individuals also will reduce the need to conduct
solicitations to approve new successor Agents, thus eliminating
the expensive, burdensome and time-consuming process of consent
solicitations for this ministerial purpose.
W&MLLP has provided supervisory, accounting, professional
and various other services to Associates since the formation of
Associates in 1958. The Agents, each of whom is a partner in
W&MLLP, believe that the firm's experience in providing services
to Associates uniquely qualifies its partners, and employees or
associated persons of W&MLLP selected by the Chairman of its
Executive Committee, to serve as successor Agents.
Anthony E. Malkin and Scott D. Malkin are sons of Peter L.
Malkin, and each is a graduate of Harvard College and
experienced in real estate. After receiving law and business
graduate degrees from Harvard University, Scott D. Malkin has
been actively involved in real estate ownership and development
in the United States and Europe for the past fourteen years.
Anthony E. Malkin has served for the past ten years as President
of W&M Properties, Inc., the real estate management firm owned
by Peter L. Malkin and him. During his tenure at W&M
Properties, Inc., Anthony E. Malkin initiated over $260,000,000
in property acquisitions, and $330,000,000 in property-related
financing transactions, and has had primary responsibility for
day-to-day management and operation of office, residential and
industrial properties located in eight states of the United
States.
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III. POTENTIAL CONFLICTS OF INTEREST
A. Certain Ownership of Participations
As of July 31, 1998, the Agents beneficially owned,
directly or indirectly, the following Participations:
Title of Class Name & Address Amount of
of Beneficial Beneficial Percent
Owner Ownership of Class
Participations in Peter L. Malkin $33,125 1.04%
Partnership Interests 21 Bobolink Lane
Greenwich, CT 06830
Thomas N. Keltner, Jr. None 0%
1111 Park Avenue
New York, NY 10128
Peter L. Malkin also owned of record as trustee, but
not beneficially, $7,500 of Participations. Mr. Malkin
disclaims any beneficial ownership of such Participations.
Isabel W. Malkin, the wife of Peter L. Malkin, owned
of record and beneficially $5,000 of Participations, or .16% of
the outstanding Participations. Mr. Malkin disclaims any
beneficial ownership of his wife's Participations.
Anthony E. Malkin, a son of Peter L. Malkin, owned of
record and beneficially $10,000 of Participations, or .31% of
the outstanding Participations.
Scott D. Malkin, a son of Peter L. Malkin, owned of
record and beneficially $10,000 of Participations, or .31% of
the outstanding Participations.
B. Relationships with Net Sublessee
Peter L. Malkin, one of the Agents, also is a partner
in the Net Sublessee and owns 1.48% of the partner interests in
the Net Sublessee. He also acts as trustee for trusts owning
1.07% of the partner interests in the Net Sublessee.
As a consequence of (a) one of the Agents being a
partner in the Sublessee, and (b) the current and certain
potential future Agents being members of W&MLLP (which
represents Associates and the Sublessee), certain actual or
potential conflicts of interest may arise with respect to the
management and administration of the business of Associates.
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However, under the respective Participating Agreements, certain
transactions require prior consent from Participants owning a
specified interest under the Agreements in order for the Agents
to act on their behalf. Such transactions include (a) the
modification or extension of the Net Sublease or the granting of
a new Net Sublease, or (b) the granting, extending or modifying
of a new mortgage loan secured by Associates' leasehold in the
Property, or (c) a sale or other disposition of Associates'
leasehold in the Property or substantially all of Associates'
other assets. The interest, if any, of each Agent in Associates
and in the Sublessee, as a partner therein, arises solely from
ownership of Participations in Associates and direct or indirect
partner interests in the Sublessee. The Agents, as investors in
Associates and the Sublessee, receive no extra or special
benefit and simply share pro rata with all other Participants in
Associates or partners in the Sublessee. However, any Agent who
is a member of W&MLLP is entitled to receive a pro rata share of
any supervisory or legal fee or other remuneration paid to
W&MLLP for professional services rendered to the Sublessee and
to Associates, as described below.
W&MLLP receives $96,000 annually from the Sublessee
for acting as supervisor of the Sublessee.
C. W&MLLP Services to Associates
Each of the current Agents is a member of W&MLLP,
which firm receives compensation from Associates for providing
various supervisory services to Associates. In consideration
for such supervisory services, W&MLLP receives payment of
$40,000 a year and an additional payment of 10% of cash
available for distributions to Participants in excess of 23% in
any year on the original cash investment of Associates. During
the year ended December 31, 1997, Associates paid W&MLLP a total
of $121,828. From Associates' payments to it, W&MLLP pays
disbursements of Associates relating to W&MLLP's supervisory
services to Associates, for accounting and certain other
professional fees, filing and search fees, and certain report
preparation and mailing costs.
W&MLLP also acts as legal counsel to Associates and
provides certain legal services in addition to the supervisory
services described above for legal fees at its standard rates.
As legal counsel to Associates, W&MLLP participated in the
preparation and filing of this Consent Solicitation Statement
and will receive compensation for its services. During the year
ended December 31, 1997, W&MLLP did not receive any fee from
Associates in consideration of legal services rendered.
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IV. FEES AND EXPENSES
All fees and expenses relating to the solicitation of
Consents hereunder, including those of third parties engaged by
W&MLLP to assist in the preparation of this Consent Statement,
will be advanced by W&MLLP and then reimbursed by Associates by
deducting such amounts from overage rent otherwise available for
distribution to Participants.
V. TERMS OF SOLICITATION OF CONSENTS
The Participating Agreement between an Agent and the
Participants in that Agent's Group requires that consents for
the designation of successor Agents discussed in Section II
above be received from 75% in interest of the Participants in
the Group. The new successor Agents will be designated for each
Group as and when the requisite consents are received for that
Group.
On December 31, 1997, there was a total of 608 Participants
of record holding Participations in the two Groups. Each
Participant's voting percentage in his or her Group is
determined by a fraction, the numerator of which is the face
amount of the Participation owned and the denominator of which
is the Group's original $1,600,000 investment in Associates. At
December 31, 1997, no person held Participations aggregating
more than 5% of the total outstanding Participations.
This solicitation of Consents will terminate on (first
aniversary of letter), but may be extended by the Agents through
[90 days thereafter]. There is no record date establishing the
identity of the Participants entitled to vote on the proposal.
Holders of Participations as of (date of letter) will be
recognized as entitled to vote. If any Participation is
transferred before the Consent with respect to that
Participation is given, the transferee will be entitled to vote.
If Consent to the proposal has been given prior to the transfer
of a Participation, however, the transferee will be bound by the
vote of the transferor.
W&MLLP has been authorized by the Agents to solicit the
Consents of Participants by mail, fax, telephone and telegram
after the mailing of this Statement. Forms of Consent that are
signed and returned without a choice indicated as to the
proposal for which Consent is sought will be deemed to
constitute a Consent to the proposal and will be binding on each
Participant as if such Participant had actually indicated such
Consent on such form. If the Consent is returned undated, it
will be deemed dated as of the date received by the Agents.
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The Agents recommend that Participants consent to the
designation of successor Agents as proposed. Please note that a
vote to abstain is treated the same as a vote to disapprove.
Participations are not traded on an established securities
market, nor are they readily tradeable on a secondary market or
the substantial equivalent thereof. Based on Associates'
transfer records, Participations are sold by holders from time
to time in privately negotiated transactions, and, in many
instances, Associates is unaware of the prices at which such
transactions occur (other than certain transfers involving
Participations owned by members of W&MLLP or their families).
However, Associates has been advised that the sale price during
the past twenty-four months for an original $5,000 Participation
was $6,250 and $10,000.
If you have any question or desire any additional
information concerning this Consent solicitation, please
communicate with Stanley Katzman, Mark Labell, Thomas N.
Keltner, Jr., Richard A. Shapiro or Alvin Silverman, partners in
Wien & Malkin LLP, by mail at 60 East 42nd Street, New York, New
York 10165-0015, by phone at 212-687-8700, or by fax at 212-986-
7679.
PLEASE SIGN, DATE AND IMMEDIATELY RETURN THE COLORED COPY
OF THE CONSENT IN THE ENCLOSED ENVELOPE. ONCE GIVEN, CONSENT
MAY NOT BE REVOKED.
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CONSENT
(SOLICITED BY PETER L. MALKIN AND THOMAS N. KELTNER, JR.
AS AGENTS (THE "AGENTS") ON BEHALF OF
NAVARRE-500 BUILDINGS ASSOCIATES)
As a Participant in Navarre-500 Buildings Associates, the
owner of the long-term leasehold of 500 Seventh Avenue, 512
Seventh Avenue and 228 West 38th Street, New York, New York, I
hereby take the following action in response to the Agents'
proposal for the designation of successor Agents as outlined in
the Statement issued by the Agents in connection with the
Solicitation of Consents of the Participants, dated (to be
inserted) (the "Statement"):
CONSENT WITHHOLD CONSENT
Consent to
______ and Approve of ______ Disapprove of
Abstain from
______ Consenting to
the designation of the successor Agents, as described in Section
II of the Statement.
The Agents recommend that Participants consent to the
designation of successor Agents as proposed. Please note that a
vote to abstain is treated the same as a vote to disapprove.
The Solicitation of Consents will terminate on (first
anniversary of date of letter) but may be extended until 90 days
thereafter.
The matter for which a Consent is being solicited is more
fully described in the Statement, receipt of which is hereby
acknowledged and which is incorporated herein by reference.
IF THIS FORM IS SIGNED AND RETURNED WITHOUT A CHOICE INDICATED,
CONSENT WILL BE DEEMED TO HAVE BEEN GIVEN AS IF SUCH CONSENT WAS
ACTUALLY INDICATED ON THE FORM. IF THE CONSENT IS RETURNED
UNDATED, IT WILL BE DEEMED DATED AS OF THE DATE RECEIVED BY THE
AGENTS. ONCE GIVEN, THE CONSENT (OR DEEMED CONSENT) MAY NOT BE
REVOKED.
Dated: ______________________, 1998.
