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 June 30, 2003
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 14 of this Report. Number of pages (including exhibits) in this filing: 14
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 Six Months
Ended June 30, Ended June 30,
2003 2002 2003 2002
Income:
Basic rent, from a related party (Note B) |
$198,252 |
$156,926 |
$377,701 |
$309,729 |
Advance of primary overage rent from a related party (Note B) |
188,000 |
188,000 |
376,000 |
376,000 |
Dividend income |
0 |
789 |
0 |
1,637 |
Interest Income |
8,579 |
2,251 |
13,234 |
6,905 |
Total income |
394,831 |
347,966 |
766,935 |
694,271 |
Expenses:
Interest on mortgage |
191,252 |
149,927 |
363,347 |
295,729 |
Supervisory services, to a related party (Note C) |
15,000 |
15,000 |
30,000 |
30,000 |
Special Fees, to a related party |
0 |
(13,325) |
-0- |
-0- |
Depreciation of improvements |
57,697 |
38,544 |
110,347 |
71,443 |
Amortization of mortgage refinancing costs |
25,687 |
25,687 |
51,375 |
51,343 |
Miscellaneous |
-0- |
-0- |
325 |
325 |
Total expenses |
289,636 |
215,833 |
555,394 |
448,840 |
Net Income |
$105,195 |
$132,133 |
$211,541 |
$245,431 |
Earnings per $5,000 Participation unit, based on 720 participation units outstanding during the period |
146.10 |
$ 183.52 |
$ 293.81 |
$ 340.88 |
Distributions per $5,000 Participation unit
consisted of the following:
Income |
$ 146.10 |
$ 183.52 |
$ 293.81 |
$ 340.88 |
Return of Capital |
103.90 |
66.48 |
206.19 |
159.12 |
Total distributions |
$ 250.00 |
$ 250.00 |
$ 500.00 |
$ 500.00 |
At June 30, 2003 and 2002, there were $3,600,000 of participation units outstanding.
See notes to the condensed financial statements.
250 West 57th St. Associates L.L.C.
Condensed Balance Sheets
(Unaudited)
Assets |
June 30, 2003 |
December 31, 2002 |
Current assets: Cash |
$ 180,115 |
$124,279 |
Emigrant Money Market Fund |
5,555,772 |
2,082,539 |
Rent receivable |
0 |
5,669 |
Total current assets |
5,735,887 |
2,212,487 |
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 |
9,928,102 |
8,313,123 |
Less: Accumulated depreciation |
1,008,531 |
898,184 |
8,919,571 |
7,414,939 |
|
Building improvements in progress |
940 |
138,227 |
Total real estate |
11,037,946 |
9,670,601 |
Other assets: Mortgage refinancing costs |
517,770 |
517,770 |
Less: Accumulated amortization |
269,170 |
217,796 |
248,600 |
299,974 |
|
Total assets |
$17,022,433 |
$12,183,062 |
250 West 57th St. Associates L.L.C.
Condensed Balance Sheets
(Unaudited)
(CONTINUED)
Liabilities and Members'Deficiency: |
June 30, 2003 |
December 31, 2002 |
Current liabilities: |
||
Due to Fisk Building Associates L.L.C., a related party |
$ 2,791,676 |
$ 1,313,983 |
Accrued interest on mortgage |
65,914 |
55,777 |
Total current liabilities |
2,857,590 |
1,369,760 |
Long-term liabilities First mortgage payable (Note B) |
15,500,000 |
12,000,000 |
Total liabilities |
$18,357,590 |
13,369,760 |
Members' Deficiency: |
||
June 30, 2003 |
(1,335,157) |
-0- |
December 31, 2002 |
-0- |
(1,186,698) |
Total liabilities and members' deficiency: June 30, 2003 |
$ 17,022,433 |
|
December 31, 2002 |
$12,183,062 |
See notes to the condensed financial statements.
250 West 57th St. Associates L.L.C.
Statements of Members' Deficiency
(Unaudited)
For the Six Months Ended June 30, 2003 |
For the Year Ended December 31, 2002 |
|
Member's deficiency: |
||
January 1, 2003 January 1, 2002 |
$ (1,186,698) |
$(822,685) |
Add, Net income: |
||
January 1, 2003 through June 30, 2003 |
211,541 |
-0- |
January 1, 2002 through December 31, 2002 |
-0- |
1,496,439 |
(975,157) |
673,754 |
|
Less Distributions: |
||
Distributions January 1, 2003 through June 30, 2003 |
360,000 |
-0- |
Distributions January 1, 2002 through December 31, 2002 |
-0- |
720,000 |
Distribution, November 29, 2002 |
-0- |
1,140,452 |
360,000 |
1,860,452 |
|
Member's deficiency: |
||
June 30, 2003 December 31, 2002 |
$ (1,335,157) |
$(1,186,698) |
See notes to the condensed financial statements.
250 West 57th St. Associates L.L.C.
Condensed Statements of Cash Flows
(Unaudited)
For the Six Months
Ended June 30,
2003 2002
Cash flows from operating activities: Net income |
$ 211,541 |
$ 245,431 |
Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of improvements |
110,347 |
71,443 |
Amortization of mortgage refinancing costs |
51,375 |
51,343 |
Increase in rent receivable |
5,669 |
0 |
Change in accrued interest payable |
10,137 |
6,094 |
Change in accrued expenses |
0 |
(13,325) |
Net cash provided by operating activities |
389,069 |
360,986 |
Cash flows from investing activities: Payments for building improvements, including improvements in progress |
0 |
(1,238,825) |
Net cash used in investing activities |
0 |
(1,238,825) |
Cash flows from financing activities: |
||
Cash distributions |
(360,000) |
(360,000) |
Proceeds from first mortgage payable |
3,500,000 |
2,000,000 |
Payments to Fisk Building Associates L.L.C. |
0 |
(910,024) |
Payments for mortgage refinancing costs |
0 |
(1,152) |
Net cash provided by financing activities |
3,140,000 |
728,824 |
Net increase (decrease) in cash and cash equivalents |
3,529,069 |
(149,015) |
Cash and cash equivalents, beginning of period |
2,206,818 |
966,682 |
Cash and Cash equivalents, end of period |
$ 5,735,887 |
$ 817,667 |
Cash paid for: Interest |
$ 353,211 |
$ 289,635 |
250 West 57th St. Associates L.L.C.
Condensed Statements of Cash Flows
(Unaudited)
For the Six Months
Ended June 30,
2003 2002
Supplemental disclosure of
noncash investing and financing
activities:
Building improvements purchased
by means of a financing agreement
with the lessee as follows: $1,477,693 $ -0-
========= ======
See notes to the condensed financial statements.
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 June 30, 2003 its results of operations and cash flows for the six months and three months ended June 30, 2003 and 2002, and its changes in members' deficiency for the six months ended June 30, 2003. Information included in the condensed balance sheet as of December 31, 2002 has been derived from the audited balance sheet included in Registrant's Form 10-K for the year ended December 31, 2002 (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 six months ended June 30, 2003 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 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 "Members"), 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 L.L.C. (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.
Under the Net Lease, effective May 1, 1975, between Registrant and the Net 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 Registrant and Net 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 Firs t 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.
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 of $1,152,633 for the fiscal year ended September 30, 2002. The Secondary Overage Rent 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 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 was 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 Net Lessee has exercised its option to renew the Net Lease for a period of 25 years from October 1, 2003 through September 30, 2028. 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 First 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. The balance of the First Mortgage loan was advanced in stages through May, 2003 to pay for additional improvements to the Property.
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 was converted to a fixed rate of 3.12% 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. Supervisor receives as compensation an annual fee of $40,000, payable in equal monthly installments ("Basic Payment"), and 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 ("Additional Fee"). At June 30, 2003, the Participants' remaining cash investment was $3,600,000. Supervisor receives $20,000 a year as an advance against the Additional Fee, which Registrant expenses each month. Of the annual $40,000 Basic Payment, $28,000 is paid from Basic Rent and $12,000 is paid from Primary Overage Rent received by Registrant. Any Additional Fee is payable from Secondary Overage Rent.
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.
Registrant also pays Supervisor for other services at hourly rates. No remuneration was paid during the six month period ended June 30, 2003 by Registrant to either of the Members as such.
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 member 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 members in Net Lessee. However, all of the Members, who hold senior positions at Supervisor, by reason of their positions at Supervisor, may receive income attributable to supervisory or other remuneration paid to Supervisor for services rendered to Registrant and Net Lessee.
As of June 30, 2003, 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.
Peter L. Malkin owned of record as trustee, but not beneficially, $10,000 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations.
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.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Forward Looking Statements
Readers of this discussion are advised that the discussion should be read in conjunction with the financial statements of Registrant (including related notes thereto) appearing elsewhere in this Form 10-Q. Certain statements in this discussion may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Registrant's current expectations regarding future results of operations, economic performance, financial condition and achievements of Registrant, and do not relate strictly to historical or current facts. Registrant has tried, wherever possible, to identify these forward-looking statements by using words such as "believe", "expect", "anticipate", "intend", "plan", "estimate" or words of similar meaning.
Although Registrant believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected. Such factors include, but are not limited to, the following: general economic and business conditions, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents and the availability of financing; adverse changes in Registrant's real estate market, including, among other things, competition with other real estate owners, risks of real estate development and acquisitions; governmental actions and initiatives; and environmental/safety requirements.
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 First Mortgage 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 operation, repair, maintenance and management 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.
Registrant does not pay dividends. During the six month period ended June 30, 2003, 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 made an additional distribution of $1,583.96 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 legal 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.
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 increased for the six month period ended June 30, 2003, as compared with the six month period ended June 30, 2002. Such increase was the net result of an increase in Basic Rent received from the Net Lessee and interest income and a decrease in dividend income for the six month period ended June 30, 2003 as compared with the six month period ended June 30, 2002.
Total expenses increased for the six month period ended June 30, 2003, as compared to the six month period ended June 30, 2002. Such increase was the result of an increase in interest on the mortgage, depreciation and amortization expense for the six month period ended June 30, 2003 as compared with the six month period ended June 30, 2002.
Liquidity and Capital Resources
Registrant's liquidity has increased significantly due to the retention of mortgage proceeds at June 30, 2003, as compared with June 30, 2002. Costs relating to the improvement program are funded from proceeds of the First Mortgage of $15,500,000, of which all is drawn at June 30, 2003. Registrant may from time to time establish a reserve for contingent or unforeseen liabilities.
No amortization payments are due under the First Mortgage to satisfy fully the outstanding principal balance at maturity, and 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 members in the Net Lessee and/or external financing.
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, 2002.
Item 4. Evaluation of Disclosure Controls and Internal Control Procedures.
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. Wien & Malkin LLP and Peter L. Malkin have been engaged in a proceeding with Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing and supervision of Registrant's property in which Wien & Malkin and Peter L. Malkin have sought an order removing Helmsley-Spear. In this connection, certain costs for legal and professional fees and other expenses have been paid and incurred by Wien & Malkin and Peter L. Malkin, and additional costs are expected to be incurred. Wien & Malkin and Peter L. Malkin have represented that such costs will be recovered only to the extent that (a) a competent tribunal authorizes payment by investors or (b) an investor voluntarily agrees that his or her proportionate share be paid. Accordingly, Registrant's allocable share of such costs is as yet undetermined, and Registrant has not provided for the expense and related liability with respect to such costs in these fi nancial statements.
The original action was commenced in June 1997 and was referred to arbitration. The March 30, 2001 decision of the Arbitrators, which was confirmed by the court, (i) reaffirms the right of the members in Net Lessee to vote to terminate Helmsley-Spear without cause, (ii) dismisses Helsmsley-Spear's claims against Wien & Malkin and Peter L. Malkin, and (iii) rejects the termination of Helmsley-Spear for cause. The parts of the decision under appeal were affirmed by a ruling of the Appellate Division, the New York Court of Appeals declined to review such ruling, and Wien & Malkin's application for further review has been filed.
In January 1998, Irving Schneider, who is one of the controlling principals of Helmsley-Spear and has no record or beneficial interest in Lessee, brought litigation against Lessee's supervisor, Wien & Malkin, and member, Peter L. Malkin, claiming misconduct and seeking damages and disqualification from performing services for Lessee. In March 2002, the court dismissed Mr. Schneider's claims. Mr. Schneider has appealed this dismissal. Wien & Malkin and Peter L. Malkin are defending against these claims.
At Net Lessee's May 20, 2002 special meeting, a vote of the investors was conducted on proposals for the removal without cause 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), including payment by Net Lessee of the expenses for the preparation of the solicitation statement, the solicitation of votes, and the implementation of the new program. On May 21, 2002, the proponents of the proposals, Peter L. Malkin and Wien & Malkin, filed a court application to determine and confirm all investors' votes for removal without cause and replacement and to set the final date for Helmsley-Spear, Inc.'s termination. Helmsley-Spear, Inc. filed objections and 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. Helmsley-Spear, Inc.'s Sep tember 27, 2002 motion in the Appellate Division to stay the court's ruling pending an appeal was denied on October 31, 2002. Helmsley-Spear, Inc.'s appeal was rejected by the Appellate Division in its February 20, 2003 decision, which affirmed the court's confirmation of the votes and Helmsley-Spear, Inc.'s termination. In August 2003, the Appellate Division granted Helmsley-Spear, Inc.'s application for rehearing and issued a new opinion confirming the termination of Helmsley-Spear, Inc. at the Property. Since November 20, 2002, Helmsley-Spear, Inc. has not been the managing and leasing agent and has been replaced by Cushman & Wakefield. Helmsley-Spear continues to pursue its appeal.
In accord with the Net Lessee's May 20, 2002 vote, 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 Net Lessee. Such payments have totaled $278,305 from inception to date (including fees of $75,000 plus disbursements of $11,077 to Wien & Malkin).
Item 6. Exhibits and Reports on Form 8-K.
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 Members 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: August 19, 2003
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: August 19, 2003
______________________________________________________________________________
* Mr. Katzman supervises accounting functions for Registrant.
Exhibit 31.1
CERTIFICATIONS
I, Stanley Katzman, certify that:
Date: August 19, 2003
By /s/ Stanley Katzman
Name: Stanley Katzman
Title: Member of Wien & Malkin LLP, Supervisor of 250 West 57th St. Associates L.L.C.
Exhibit 31.2
CERTIFICATIONS
I, Stanley Katzman, certify that:
Date: August 19, 2003
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.
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 it hereto. |
|
3 (b) |
Amended Buisness 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 |
|
3 (d) |
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. |
||
31.1 |
Certification of Stanley Katzman, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
31.2 |
Certification of Stanley Katzman, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
32.1 |
Certification of Stanley Katzman, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
EXHIBIT INDEX
(cont.)
Number |
Document |
Page* |
32.2 |
Certification of Stanley Katzman, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
___________________________________________________________
* Page references are based on sequential numbering system.
EXHIBIT 32.1
Certification Pursuant to 18 U.S.C., Section 1350 as adopted
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:
Dated: August 19, 2003
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 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.
Exhibit 32.2
Certification Pursuant to 18 U.S.C., Section 1350 as adopted
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:
Dated: August 19, 2003
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 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.