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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
[ ] Definitive Proxy Statement
[XX] 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 Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required
[XX] 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 applies:.Participations.
2) Aggregate number of securities to which
transaction applies: $3,200,000 original investment
amount.
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): The fee is equal to
1/50th of 1% of the assumed fair market value of the
Property, which is presumed to be the aggregate of the
cash to be received by the Registrant.
4) Proposed maximum aggregate value of transaction:
$40,000,000.
5) Total fee paid: $8,000.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
Schedule 14A.
3) Filing Party: Registrant
4) Date Filed: October 16, 1998
[FORM OF BUY-OUT LETTER]
NAVARRE - 500 BUILDING ASSOCIATES
c/o Wien & Malkin LLP
60 East 42nd Street
New York, NY 10165-0015
Telephone (212) 687-8700
Telecopier (212) 986-7679
September 22, 1999
CERTIFIED MAIL -
RETURN RECEIPT REQUESTED
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Re: Navarre-500 Building Associates
Dear --------------:
Please be advised that the consents of Participants
owning over 80% of the partnership interests in Navarre-500
Building Associates which I hold as your Agent have now
been obtained to both items 1 and 2 of the Sale Program
described in the July 15, 1999 letter of Peter L. Malkin
and the accompanying Statement by the Agents in the
Solicitation of Consent and Agreement of the Participants.
The consent of all Participants to items 1 and 2 of
the Sale Program is required. Your consent has not been
received. Accordingly, pursuant to Paragraph 4 of the
Participating Agreement dated July 2, 1958, I hereby
request your consent. If such consent to both items 1 and
2 of the Sale Program is not given within 10 days after the
mailing of this letter, I or my designee shall purchase
your interest in Navarre-500 Building Associates for the
benefit of the consenting Participants. As provided in the
Participating Agreement and described in the Statement of
July 15, 1999, the purchase price is to be the book value
of such interest, but not less than $100. On such basis,
the price for your interest is $341.50.
Excluding persons related to Wien & Malkin LLP, more
than 86% of all Participants who consented to the Sale
Program also have agreed to the Incentive Compensation,
which is voluntary and is not subject to the buy-out
described in the July 15, 1999 Statement. The Agents
recommend that you consent also to the voluntary Incentive
Compensation described in the Statement.
An additional form of consent and return envelope are
enclosed.
Very truly yours,
Thomas N. Keltner, Jr.
