SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Section
240.14a-11(c) or Section 240.14a-12
60 EAST 42ND ST. ASSOCIATES
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] 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 applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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60 EAST 42ND ST. ASSOCIATES
C/O WIEN & MALKIN LLP
LINCOLN BUILDING
60 EAST 42ND STREET
NEW YORK, NEW YORK 10165-0015
December 1, 1997
TO: NON-RESPONDING PARTICIPANTS IN 60 EAST 42ND ST. ASSOCIATES
As we previously advised you, the designation of new successor Agents
recommended in the Agent's September 4, 1997 letter has been approved and is
now in effect in each Group.
We have also received approximately 90% consent for the service by one
Agent for more than one Group and the change to a vote of 66 2/3% in interest
in a Group, without a buyout at book value, to approve a significant
transaction. Because we have not received your response, I am enclosing a
duplicate Consent Form.
The Agents strongly recommend that you promptly sign and return the
enclosed Consent Form. If you have any question, please communicate with
Stanley Katzman, Richard Shapiro or Alvin Silverman, partners in Wien & Malkin
LLP, by mail at 60 East 42nd Street, New York, New York 10165, by telephone at
212-687-8700, or by fax at 212-986-7679.
Thank you for your cooperation.
Sincerely,
/s/ Peter L. Malkin
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Peter L. Malkin
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APPENDIX
CONSENT
SOLICITED BY PETER L. MALKIN, STANLEY KATZMAN, JOHN L. LOEHR,
RICHARD A. SHAPIRO AND THOMAS N. KELTNER, JR.
AS AGENTS (THE "AGENTS")
ON BEHALF OF 60 EAST 42ND ST. ASSOCIATES
As a Participant in 60 East 42nd St. Associates, the owner of The Lincoln
Building at 60 East 42nd St., New York, New York, I hereby take the following
action in response to the Agents' Solicitation as outlined in the Consent
Solicitation Statement issued by the Agents in connection with the
Solicitation of Consents of the Participants dated September 4, 1997 (the
"Statement"):
I. CONSENT WITHHOLD CONSENT
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[ ] Consent to [ ] Disapprove of
and Approve of
[ ] Abstain From
Consenting To
the designation of the successor Agents, as described in Section II.A of the
Statement.
II. CONSENT WITHHOLD CONSENT
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[ ] Consent to [ ] Disapprove of
and Approve of
[ ] Abstain From
Consenting To
permitting an Agent to act as an agent for more than one group, as described
in Section II.B of the Statement.
III. CONSENT WITHHOLD CONSENT
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[ ] Consent to [ ] Disapprove of
and Approve of
[ ] Abstain From
Consenting To
changing the vote required to permit an Agent to engage in significant
transactions, as described in Section II.C of the Statement.
1
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The Agents recommend that Participants consent to each of the above
proposals. PLEASE NOTE THAT A VOTE TO ABSTAIN IS TREATED THE SAME AS A VOTE TO
DISAPPROVE.
The solicitation of Consents will terminate on February 1, 1998.
The matters for which Consents are being solicited are 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 AS TO ANY
INDIVIDUAL PROPOSAL OR PROPOSALS, CONSENT WILL BE DEEMED TO HAVE BEEN GIVEN AS
TO SUCH PROPOSAL OR PROPOSALS 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.
[Participant's Name]
ID #
Date: ____________, 1997 ____________________
Signature
