FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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 0-2666
250 WEST 57th ST. ASSOCIATES L.L.C.
(Exact name of registrant as specified in its charter)
A New York Limited Liability Company 13-6083380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices)
(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 20 of this Report.
Number of pages (including exhibits) in this filing: 23
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
250 West 57th St. Associates L.L.C.
Condensed Statements of Income
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
Income:
Basic rent, from a
related party (Note B) $ 157,130 $ 138,443 $ 466,859 $ 415,328
Advance of primary
overage rent, from a
related party (Note B) 188,000 188,000 564,000 564,000
Secondary overage rent,
from a related party
(Note B) 1,152,633 2,732,389 1,152,633 2,732,389
Dividend income 886 1,199 2,523 4,578
Interest income 1,142 10,049 8,047 44,657
---------- ---------- ---------- ----------
Total income 1,499,791 3,070,080 2,194,062 3,760,952
---------- ---------- ---------- ----------
Expenses:
Interest on mortgage 150,130 131,443 445,859 394,328
Supervisory services, to a
related party (Note C) 146,717 288,239 176,717 318,239
Special fees, to a
related party (Note D) -0- -0- -0- 530
Depreciation of improvements42,586 5,917 114,029 17,751
Amortization of mortgage
refinancing costs 25,687 25,630 77,031 76,890
Miscellaneous expense 750 23 1,075 23
------- --------- ---------- ----------
Total expenses 365,870 451,252 814,711 807,761
---------- ---------- ---------- ----------
Net Income $1,133,921 $2,618,828 $1,379,351 $2,953,191
========== ========== ========== ==========
Earnings per $5,000
participation unit,
based on 720 participation
units outstanding
during the period $ 1,574.89 $ 3,637.26 $ 1,915.77 $ 4,101.65
========== ========== ========== ==========
Distributions per $5,000
participation unit
consisted of the following:
Income $ 250.00 $ 250.00 $ 750.00 $ 750.00
---------- ---------- ---------- ---------
Total distributions $ 250.00 $ 250.00 $ 750.00 $ 750.00
========== ========== ========== ==========
At September 30, 2002 and 2001, there were $3,600,000 of
participations outstanding.
See notes to the condensed financial statements
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250 West 57th St. Associates L.L.C.
Condensed Balance Sheets
(Unaudited)
Assets September 30, 2002 December 31, 2001
Current assets:
Cash $ 224,077 $ 272,962
Fidelity U.S. Treasury
Income Portfolio 182,601 132,078
Emigrant Money Market Fund 412,266 561,642
Additional rent due from
Fisk Building Associates 1,152,633 -0-
---------- -----------
Total current assets 1,971,577 966,682
---------- -----------
Real estate, at cost:
Property situated at 250-264 West
57th Street, New York, New York:
Land 2,117,435 2,117,435
---------- -----------
Building 4,940,682 4,940,682
Less: Accumulated depreciation 4,940,682 4,940,682
---------- -----------
-0- -0-
---------- -----------
Building Improvements 7,737,640 5,659,421
Less: Accumulated depreciation 853,751 739,722
---------- -----------
6,883,889 4,919,699
---------- ----------
Tenants' installations and
improvements 249,791 249,791
Less: Accumulated depreciation 249,791 249,791
---------- ----------
-0- -0-
---------- ----------
Other assets:
Mortgage refinancing costs 517,770 516,618
Less: Accumulated amortization 192,108 115,078
---------- -----------
325,662 401,540
---------- -----------
Total assets $ 11,298,563 $ 8,405,356
========== ===========
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250 West 57th St. Associates L.L.C.
Condensed Balance Sheets
(Unaudited)
(CONTINUED)
Liabilities and Members' Equity September 30, 2002 December 31, 2001
(Deficiency):
Current liabilities:
Due to Fisk Building Associates,
a related party $ 2,100,273 $ 2,170,902
Accrued expenses 131,717 13,325
Accrued interest on mortgage 49,907 43,814
---------- -----------
Total current liabilities 2,281,897 2,228,041
Long-term Liabilities :
First mortgage payable (Note B) 9,000,000 7,000,000
----------- -----------
Total liabilities 11,281,897 9,228,041
Members' Equity (Deficiency):
September 30, 2002 16,666 -0-
December 31, 2001 -0- (822,685)
---------- -----------
Total liabilities and members'
equity (deficiency):
September 30, 2002 $11,298,563
December 31, 2001 ========== $8,405,356
===========
See notes to the condensed financial statements
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250 West 57th St. Associates L.L.C.
Statements of Members' Equity (Deficiency)
(Unaudited)
For the Nine For the Year
Months Ended Ended
September 30, 2002 December 31, 2001
Members' Deficiency:
January 1, 2002 $ (822,685)
January 1, 2001 $ (701,849)
Add, Net income:
January 1, 2002 through
September 30, 2002 1,379,351 -0-
January 1, 2001 through
December 31, 2001 -0- 3,058,314
---------- -----------
556,666 2,356,465
---------- -----------
Less Distributions:
Distribution, November 30, 2001
of Secondary Overage Rent for
the lease year ended
September 30, 2001 -0- 2,459,150
Distributions January 1, 2002
through September 30, 2002 540,000 -0-
Distributions January 1, 2001
through December 31, 2001 -0- 720,000
---------- -----------
540,000 3,179,150
---------- -----------
Members' equity (deficiency):
September 30, 2002 $ 16,666
December 31, 2001 ========== $ (822,685)
===========
See notes to the condensed financial statements.
-4-
250 West 57th St. Associates L.L.C.
Condensed Statements of Cash Flows
(Unaudited)
For the Nine Months
Ended September 30,
2002 2001
Cash flows from operating activities:
Net income $ 1,379,351 $2,953,191
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation of improvements 114,029 17,751
Amortization of mortgage
refinancing costs 77,031 76,890
Change in rent receivable -0- (62,667)
Change in accrued interest payable 6,094 -0-
Change in accrued expenses 118,392 273,239
Change in additional rent due from
Fisk Building Associates (1,152,633) (2,732,389)
----------- ----------
Net cash provided by operating
activities 542,264 526,015
-------- ----------
Cash flows from investing activities:
Payments for building improvements,
including construction in progress (2,078,219) (1,481,178)
----------- ----------
et cash used in investing
activities (2,078,219) (1,481,178)
----------- ----------
Cash flows from financing activities:
Cash distributions (540,000) (540,000)
Proceeds from second mortgage payable 2,000,000 -0-
Advances from (payments to)
Fisk Building Associates (70,631) 867,092
Payments for mortgage refinancing costs (1,152) (68)
----------- ----------
Net cash provided by
financing activities 1,388,217 327,024
----------- ----------
Net decrease in cash (147,738) (628,139)
Cash and Cash equivalents,
beginning of period 966,682 1,938,798
--------- ---------
Cash and Cash equivalents,
end of period $ 818,944 $ 1,310,659
=========== ==========
Cash paid for:
Interest $ 439,765 $ 394,328
=========== ==========
See notes to the condensed financial statements
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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
September 30, 2002, its results of operations for the nine
months and three months ended September 30, 2002 and 2001 and
cash flows for the nine months ended September 30, 2002 and
2001 and its changes in Members'equity (deficiency) for the
nine months ended September 30, 2002. Information included in
the condensed balance sheet as of December 31, 2001 has been
derived from the audited balance sheet included in Registrant's
Form 10-K for the year ended December 31, 2001 (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 accounting
principles generally accepted in the United States of America
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, 2002 are not
necessarily indicative of the results to be expected for the
full year.
Note B Interim Period Reporting
Registrant is a New York limited liability company
which was organized as a joint venture on May 25, 1953. On
September 30, 1953, Registrant acquired fee title to the "Fisk
Building" (the "Building") and the land thereunder located at
250-264 West 57th Street, New York, New York (collectively, the
"Property"). On November 30, 2001, Registrant converted to a
limited liability company under New York law and is now known as
250 West 57th St. Associates L.L.C. The conversion does not
change any aspect of the assets and operations of Registrant
-6-
other than to protect its participants from any future liability
to a third party. Registrant's members are Peter L. Malkin and
Anthony E. Malkin (collectively the "Agents"), each of whom also
acts as an agent for holders of participations in his respective
member interests in Registrant (the "Participants").
Registrant leases the Property to Fisk Building
Associates (the "Net Lessee"), under a long-term net operating
lease (the "Net Lease"), the current term of which expires on
September 30, 2003. Net Lessee is a New York partnership, and
entities created by Peter L. Malkin for family members are
beneficial owners of interests in the Net Lessee. In addition,
the Agents are at Wien & Malkin LLP, 60 East 42nd Street, New
York, New York, which provides supervisory and other services to
Registrant and Net Lessee ("Supervisor"). See Note C of this
Item 1 ("Note C").
Under the Net Lease, effective May 1, 1975, between 250
West 57th St. Associates, as lessor, and Fisk Building
Associates, as lessee, basic rent was equal to mortgage principal
and interest payments plus $28,000 payable to Wien & Malkin LLP
for supervisory services. The lease modification dated November
17, 2000 between 250 West 57th St. Associates, as lessor, and
Fisk Building Associates, as lessee, provides that the basic rent
will be equal to the sum of $28,000 plus the installment payments
for interest and amortization (not including any balloon payment
due at maturity) required annually under the new $15,500,000
first mortgage loan (the "First Mortgage") from Emigrant Savings
Bank. Basic rent is payable in monthly installments on the first
day of each calendar month in an amount equal to $2,333.33 plus
the projected debt service due on the First Mortgage on the first
day of the ensuing calendar month (with a reconciliation to be
made as soon as practicable thereafter). Basic rent shall be
adjusted on a dollar-for-dollar basis by changes in the annual
debt service on the First Mortgage.
Net Lessee is required to make a monthly payment to
Registrant, as an advance against Primary Overage Rent, of an
amount equal to its operating profit for its previous lease year
in the maximum amount of $752,000 per annum. Net Lessee
currently advances $752,000 each year, which permits Registrant
to make regular monthly distributions at 20% per annum on the
Participants' remaining original cash investment.
-7-
For the lease year ended September 30, 2002, Net Lessee
reported net operating profit of $3,088,058 after deduction of
Basic Rent. Net Lessee paid Primary Overage Rent of $752,000,
together with Secondary Overage Rent payable of $1,152,633 for
the fiscal year ended September 30, 2002. The Secondary Overage
Rent payable of $1,152,633 represents 50% of the excess of the
net operating profit of $3,088,058 over $752,000 less $15,396
representing interest earned and retained by Registrant on funds
borrowed for the improvement program. Secondary overage rent
payable of $1,152,633 plus $128,936 of accumulated interest
income was available for distribution to the participants. After
deducting $126,717 to Supervisor as an additional payment for
supervisory services and $14,400 for fees relating to the
conversion of Registrant to a limited liability company, the
balance of $1,140,452 will be distributed to the Participants on
November 29, 2002.
Secondary Overage Rent income is recognized when earned
from Net Lessee, at the close of the lease year ending September
30. Such income is not determinable until Net Lessee, pursuant
to the Net Lease, renders to Registrant a report on the Net
Lessee's operation of the Property. The Net Lease does not
provide for the Net Lessee to render interim reports to
Registrant, so no income is reflected for the period between the
end of the lease year and the end of Registrant's fiscal year.
The Net Lease provides for one renewal option of 25
years. The Participants in Registrant have consented to the
granting of options to the Net Lessee to extend the Net Lease for
three additional 25-year renewal terms on or before the
expiration of the then applicable renewal term.
Effective November 17, 2000, a new first mortgage was
placed on the property with Emigrant Savings Bank in the amount
of $15,500,000. The Mortgage matures on December 1, 2005. At the
closing, the amount of $7,000,000 was advanced to pay off the
existing first and second mortgages held by Apple Bank for
Savings and to pay for closing and related costs and the costs of
improvements made to the property. On January 23, 2002 an
additional $2,000,000 was advanced. The balance of the first
mortgage loan will be advanced in stages through May 31, 2003 to
pay for additional improvements to the property.
-8-
Monthly payments under the mortgage are interest
only. Amounts advanced at the closing bear interest at the rate
of 7.511% throughout the term of the mortgage. Amounts advanced
after the closing will bear interest at a floating rate equal
to 1.65 percentage points above 30, 60, 90, 180 or 360 day
LIBOR or the yield on 30-day U.S. Treasury Securities, as
selected by Associates.
On June 1, 2003 the interest rate on all amounts
advanced following the closing will be converted to a fixed rate
equal to 1.65 percentage points above the then-current yield on
U.S. Treasury Securities having the closest maturity to December
1, 2005.
The mortgage may be prepaid at any time, in whole only,
upon payment of a prepayment penalty based on a yield maintenance
formula. There will be no prepayment penalty if the mortgage is
paid in full during the last 90 days of the term thereof.
Note C - Supervisory Services
Registrant pays Supervisor for supervisory services
and disbursements. The supervisory fees are $40,000 per annum
(the "Basic Payment"): plus an additional payment of 10% of all
distributions to Participants in any year in excess of the amount
representing a return to them at the rate of 15% per annum on
their remaining cash investment (the "Additional Payment"). At
September 30, 2002, the Participants' remaining cash investment
was $3,600,000. Of the Basic Payment, $28,000 is payable from
Basic Rent and $12,000 is payable from Primary Overage Rent
received by Registrant.
The supervisory services provided to Registrant by
Supervisor include, but are not limited to, providing or
coordinating counsel services to Registrant, maintaining all of
its entity and Participant records, performing physical
inspections of the Building, reviewing insurance coverage,
conducting annual supervisory review meetings, receipt of monthly
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.
-9-
Registrant also pays Supervisor for other services at
hourly rates.
Pursuant to the fee arrangements described herein,
Registrant also paid Supervisor $30,000 of the Basic Payment and
incurred $20,000 on account of the Additional Payment for the
nine month period ended September 30, 2002. No remuneration was
paid during the nine month period ended September 30, 2002 by
Registrant to either of the Members as such. For the lease year
ended September 30, 2002, Registrant incurred $126,717 as an
additional payment for supervisory services. See Note B.
Reference is made to Note B of Item 1 ("Note B") for a
description of the terms of the Net Lease between Registrant and
Net Lessee. The respective interests, if any, of each Member in
Registrant and in Net Lessee arise solely from ownership of
participations in Registrant and partnership interests or
participations in Net Lessee. The Members receive no extra or
special benefit not shared on a pro rata basis with all other
Participants in Registrant or partners in Net Lessee. However,
each of the Members, who hold senior positions at Supervisor, by
reason of his position at Supervisor, is entitled to receive his
pro rata share of any supervisory or other remuneration paid to
Supervisor for services rendered to Registrant and Net Lessee.
As of September 30, 2002, certain of the Members in
Registrant held additional Participations as follows:
Entities for the benefit of members of Peter L.
Malkin's family owned of record and beneficially
$88,333 of Participations. Peter L. Malkin disclaims
any beneficial ownership of such Participations, except
that such Trusts are required to complete scheduled
payments to Peter L. Malkin.
Anthony E. Malkin owned of record as trustee, but not
beneficially, $8,333 of Participations. Anthony E.
Malkin disclaims any beneficial ownership of such
Participations.
-10-
Note D Special Fees
During the nine months ended September 30, 2001, fees
totaling $530 (computed on an hourly basis for special services)
were paid to the firm of Wien & Malkin LLP, a related party.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Registrant was organized solely for the purpose of
owning the Property subject to a net operating lease of the
Property held by Net Lessee. Registrant is required to pay, from
Basic Rent, the charges on the Mortgage Loan and amounts for
supervisory services, and then to distribute the balance of such
Basic Rent to holders of Participations. See Note C. Pursuant
to the Net Lease, Net Lessee has assumed sole responsibility for
the condition, operation, repair, maintenance and management of
the Property. Accordingly, Registrant need not maintain substan-
tial reserves or otherwise maintain liquid assets to defray any
operating expenses of the Property.
Registrant's results of operations are affected
primarily by the amount of rent payable to it under the Net
Lease. The amounts of Primary Overage Rent and Secondary Overage
Rent are affected by the New York City economy and its real
estate market. It is difficult to forecast the New York City
economy and real estate market.
Registrant does not pay dividends. During the nine
month period ended September 30, 2002, Registrant made regular
monthly distributions of $83.33 for each $5,000 participation
($1,000 per annum for each $5,000 participation). On November
29, 2002, Registrant will make an additional distribution of
$1,584 for each $5,000 participation. Such distribution
represented the balance of Secondary Overage Rent paid by Net
Lessee in accordance with the terms of the Net Lease after
deducting the Additional Payment to Supervisor. See Notes B and
C. There are no restrictions on Registrant's present or future
ability to make distributions; however, the amount of such
distributions depends on the ability of Net Lessee to make
monthly payments of Basic Rent, Primary Overage Rent and
Secondary Overage Rent to Registrant in accordance with the terms
of the Net Lease. Registrant expects to make distributions so
long as it receives the payments provided for under the Net
Lease. See Note B.
-11-
The following summarizes with respect to the current
period and corresponding period of the previous year, the
material factors affecting Registrant's results of operations for
such periods:
Total income decreased for the nine month
period ended September 30, 2002, as compared
with the nine month period ended September 30,
2001. Such decrease was the net result of an
increase in basic rent received from the Net
Lessee and a decrease in interest income,
dividend income and a decrease in additional
rent for the nine month period ended September
30, 2002 as compared with the nine month period
ended September 30, 2001.
Total expenses increased for the nine month
period ended September 30, 2002, as compared to
the nine month period ended September 30, 2001.
Such increase was the net result of an increase
in interest on the mortgage, amortization of
mortgage refinancing costs and depreciation and
a decrease in supervisory services for the nine
month period ended September 30, 2002 as
compared with the nine month period ended
September 30, 2001.
-12-
Liquidity and Capital Resources
Registrant's liquidity has decreased significantly due
to the improvement program for the nine month period ended
September 30, 2002, as compared with the nine month period ended
September 30, 2001. Costs relating to the improvement program are
funded from proceeds of a second mortgage of $15,500,000, of
which $6,500,000 is available to be drawn down at September 30,
2002. Registrant may from time to time establish a reserve for
contingent or unforeseen liabilities.
No amortization payments are due under the Mortgage to
fully satisfy the outstanding principal balance at maturity, and
furthermore, Registrant does not maintain any reserve to cover
the payment of such Mortgage indebtedness at maturity.
Therefore, repayment of the Mortgage will depend on Registrant's
ability to arrange a refinancing. Assuming that the Property
continues to generate an annual net profit in future years
comparable to that in past years, and assuming further that
current real estate trends continue in the geographic area in
which the Property is located, Registrant anticipates that the
value of the Property would be well in excess of the amount of
the Mortgage balance at maturity.
Registrant anticipates that funds for working capital
for the Property will be provided by rental payments received
from Lessee and, to the extent necessary, from additional capital
investment by the partners in Lessee and/or external financing.
However, as noted above, Registrant has no requirement to
maintain substantial reserves to defray any operating expenses of
the Property.
-13-
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,
2001, which report and all exhibits thereto are incorporated
herein by reference and made a part hereof.
Item 4. Evaluation of Disclosure Controls and Internal
Control Procedures.
(a) Evaluation of disclosure controls and procedures. Our
chief executive officer and our chief financial officer, after
evaluating the effectiveness of our "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934
Rules 13a-14(c) and 15d-14(c)) as of a date (the "Evaluation
Date") within 90 days before the filing date of this quarterly
report, have concluded that as of the Evaluation Date, our
disclosure controls and procedures were adequate and designed to
ensure that material information relating to Registrant would be
made known to it by others within the Registrant.
(b) Changes in internal controls. There were no significant
changes in our internal controls or, to our knowledge, in other
factors that could significantly affect our internal controls and
procedures subsequent to the Evaluation Date.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Property of Registrant is the subject of the
following pending litigation:
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 then continued 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
Lessee. The arbitration hearings were concluded in June 2000, and
the arbitrators issued their decision on March 30, 2001, ordering
that the termination of Helmsley-Spear, Inc. would require a new
vote by the partners in the Lessee, setting forth procedures for
such a vote, and denying the other claims of all parties.
Following the decision, Helmsley-Spear, Inc. applied to the court
for confirmation of the decision, and Mr. Malkin and Wien &
Malkin LLP applied to the court for an order setting aside that
part of the decision regarding the procedure for partnership
voting to terminate Helmsley-Spear, Inc. and various other parts
of the decision on legal grounds. The court granted the motion to
confirm the arbitrators' decision and denied the application to
set aside part of the arbitrators' decision. Mr. Malkin and Wien
& Malkin LLP have served notice of appeal of the court's
determination.
At its May 20, 2002 special meeting, Lessee approved by
the requisite vote the removal of Helmsley-Spear, Inc. as
managing and leasing agent and its replacement by one or a
combination of designated independent firms (Cushman & Wakefield,
Insignia/ESG and Newmark Realty). On May 21, 2002, Peter L.
Malkin and Wien & Malkin LLP filed a court application to confirm
the vote and to set the final date for Helmsley-Spear, Inc's.
termination. Helmsley-Spear, Inc. filed objections. On September
10, 2002 the court confirmed such votes and ruled that Helmsley-
Spear, Inc. has been discharged and must effect an orderly
transition and departure within 60 days. On September 27, 2002,
Helmsley-Spear, Inc. moved in the Appellate Division to stay the
court's ruling pending an appeal. On October 31, 2002, the court
denied Helmsley-Spear, Inc.'s application for a stay. In accord
with the Lessee's approval, the expenses for the preparation of
the solicitation statement, the solicitation of votes, and the
implementation of the new program are being paid by the Lessee.
Such payments have totaled $ 230,361 from inception to date
(including $ 71,151 to Wien & Malkin LLP).
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits hereto are being incorporated by reference.
(b) Registrant has not filed any report on Form 8-K during
the quarter for which this report is being filed.
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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
Joint Venturers in Registrant, pursuant to Powers of Attorney,
dated March 29, 1996 and May 14, 1998 (collectively, the
"Power").
250 WEST 57TH ST. ASSOCIATES L.L.C.
(Registrant)
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 19, 2002
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 Members 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 19, 2002
_______________________________
* Mr. Katzman supervises accounting functions for Registrant.
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CERTIFICATIONS
I, Stanley Katzman, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of
250 West 57th St. Associates L.L.C.;
(2) Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit
to state a material fact necessary to make the
statements made, in light of the circumstances under
which such statements were made, not misleading with
respect to the period covered by this quarterly report;
(3) Based on my knowledge, the financial statements, and
other financial information included in this quarterly
report, fairly present in all material respects the
financial condition, results of operations and cash
flows of the registrant as of, and for, the periods
presented in this quarterly report;
(4) The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, is made known to us by others within the
Registrant particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
(5) The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the
equivalent function):
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(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
(6) The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in
other factors that could significantly affect internal
controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: November 19, 2002
By /s/ Stanley Katzman
Name: Stanley Katzman
Title: Member of Wien &
Malkin LLP, Supervisor of
250 West 57th St.
Associates L.L.C.
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CERTIFICATIONS
I, Stanley Katzman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of 250
West 57th St. Associates L.L.C.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, is made known to us by others within the
Registrant particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report
(the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing
the equivalent function):
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a. all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any
material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in
other factors that could significantly affect internal
controls subsequent to the date of our most recent
evaluation, including any corrective actions with
regard to significant deficiencies and material
weaknesses.
Date: November 19, 2002
By /s/ Stanley Katzman
Name: Stanley Katzman
Title: Senior Member of
Financial/Accounting
Staff of Wien &
Malkin LLP,
Supervisor of 250
West 57th St.
Associates L.L.C.
-19-
EXHIBIT INDEX
Number Document Page*
3(a) Attached hereto as Exhibit 3(c)
is Registrant's Consent and
Operating Agreement dated as of
November 30, 2001 as a Limited
Liability Company, which
incorporates by reference the
Registrant's prior Joint Venture
Agreement, dated May 25, 1953,
which was filed as Exhibit No. 1
to Registrant's Registration
Statement on Form S-1 (the
"Registration Statement") and
itself incorporated by reference
as an exhibit hereto.
3(b) Amended Business Certificate of
Registrant filed with the Clerk
of New York County on July 24,
1998, reflecting a change in the
Partners of Registrant effective
as of April 15, 1998, which was
filed as Exhibit 3(b) to
Registrant's 10-Q-A for the
quarter ended September 30, 1998
and is incorporated by reference
as an exhibit hereto.
3(c) Registrant's Consent and Operating
Agreement dated as of November 30, 2001
24 Powers of Attorney dated March
29, 1996 and May 14, 1998
between Partners in Registrant
and Stanley Katzman and Richard
A. Shapiro, which was filed as
Exhibit 24 to Registrant's 10-Q
for the quarter ended March 31,
1998 and is incorporated by
reference as an exhibit hereto.
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EXHIBIT INDEX
(cont.)
Number Document Page*
99 (1) Chief Executive Officer certification
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99 (2) Chief Financial Officer certification
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
___________________________________________________________
* Page references are based on sequential numbering system.
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EXHIBIT 99(1)
250 West 57th St. Associates L.L.C.
Chief Executive Officer Certification
Pursuant to Section 906
of Sarbanes - Oxley Act of 2002
The undersigned, Stanley Katzman, is signing this Chief
Executive Officer certification as a member of Wien & Malkin LLP,
the supervisor* of 250 West 57th St. Associates
L.L.C.("Registrant") to certify that:
(1) the Quarterly Report on Form 10-Q of Registrant for the
quarterly period ended September 30, 2002 (the "Report")
fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m
or 78o(d)); and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of Registrant.
Dated: November 19, 2002
By /s/ Stanley Katzman
Stanley Katzman
Wien & Malkin LLP, Supervisor
*Registrant's organizational documents do not provide for a Chief
Executive Officer or other officer with equivalent rights and
duties. As described in the Quarterly Report, Registrant is a
limited liability company which is supervised by Wien & Malkin
LLP. Accordingly, this Chief Executive Officer certification is
being signed by a member of Registrant's supervisor.
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Exhibit 99(2)
250 West 57th St. Associates L.L.C.
Chief Financial Officer Certification
Pursuant to Section 906
of Sarbanes - Oxley Act of 2002
The undersigned, Stanley Katzman, is signing this Chief
Financial Officer certification as a senior member of the
financial/accounting staff of Wien & Malkin LLP, the supervisor*
of 250 West 57th St. Associates L.L.C.("Registrant"), to certify
that:
(1) the Quarterly Report on Form 10-Q of Registrant for the
quarterly period ended September 30, 2002 (the "Report")
fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934(15 U.S.C.78m or
78o(d)); and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of Registrant.
Dated: November 19, 2002
By /s/ Stanley Katzman
Stanley Katzman
Wien & Malkin LLP, Supervisor
*Registrant's organizational documents do not provide for a Chief
Financial Officer or other officer with equivalent rights and
duties. As described in the Quarterly Report, Registrant is a
limited liability company which is supervised by Wien & Malkin
LLP. Accordingly, this Chief Financial Officer certification is
being signed by a senior member of the financial/accounting staff
of Registrant's supervisor.
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