-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IWyimRWzmFGUT0+Bx7x1RowlbrBrOAjnKH7RqoTnh7fmCpWPNtdHY+lF7Gkjcd1g 9nJnmsnGPjBf5FCZPpkVtg== 0000100412-02-000016.txt : 20021120 0000100412-02-000016.hdr.sgml : 20021120 20021120140954 ACCESSION NUMBER: 0000100412-02-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 250 WEST 57TH ST ASSOCIATES CENTRAL INDEX KEY: 0000100412 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 136083380 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-02666 FILM NUMBER: 02834549 BUSINESS ADDRESS: STREET 1: C/O WEIN & MALKIN LLP STREET 2: 60 WEST EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 2126878700 10-Q 1 west10q.txt 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 -1- 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 ========== =========== -2- 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 -3- 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 -5- 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. -14- 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. -15- 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): -16- (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. -17- 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): -18- 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. -20- 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. -21- 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. -22- 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. -23- EX-3 3 westcon.txt EXHIBIT 3C Exhibit 3c CONSENT AND OPERATING AGREEMENT FOR 250 WEST 57TH ST. ASSOCIATES L.L.C. Reference is made to 250 West 57th St. Associates ("Associates"), a joint venture existing under a May 25, 1953 Agreement among Lawrence A. Wien and others (the "Agreement"). It is the intent of the undersigned joint venturers in Associates to convert Associates to a limited liability company on the basis that, after such conversion, Associates will as specified in the applicable New York statute be the same entity with the same assets and that Associates'joint venturers and participants will have the same rights and duties, except that such joint venturers and participants will hereafter receive the benefit of the resulting insulation from liability to third parties. To effect the matters herein, the undersigned joint venturers in Associates hereby irrevocably consent and agree (i) to convert Associates to a New York limited liability company with the name "250 West 57th St. Associates L.L.C.", (ii) to continue at all times to have the same rights and obligations in relation to the other members of such company as the undersigned would have under applicable law as if such company were a joint venture, (iii) to cause Associates to continue to be treated as a partnership for income tax purposes, (iv) to instruct and authorize Wien & Malkin LLP, as Associates' Supervisor, to effect the conversion (including, without limitation, acting as agent for Associates and its members in executing and filing any necessary certificate) with such changes in the Agreement as may be deemed necessary by Wien & Malkin LLP under New York law, so long as such changes do not substantively change the rights and responsibilities among the parties to the Agreement or the effect of such conversion as described herein, and (v) to adopt all terms of the Agreement as Associates' limited liability company operating agreement with only the following modifications: 1. Throughout the Agreement, "joint venture" shall be amended to read "limited liability company"; and "250 West 57th St. Associates" shall be amended to read "250 West 57th St. Associates L.L.C." 2. Paragraph 2 of the Agreement is hereby deleted. 3. The following shall be substituted for Paragraph 4 of the Agreement: "The parties acknowledge that Peter L. Malkin currently holds a three-fifths (3/5) interest and Anthony E. Malkin currently holds a two-fifths (2/5) interest in the limited liability company, in each case subject to succession hereunder and to any participation in such interest held by third parties. All profits and losses of the limited liability company shall be shared proportionately." 4. The last line of Paragraph 6 of the Agreement shall be amended by inserting "limited liability company" in place of "property". 5. The following shall be added as a new last sentence of Paragraph 7 of the Agreement: "No member shall have the right to withdraw and receive cash for his or her interest from the limited liability company prior to dissolution and liquidation of the company, but this provision shall not affect a member's right to sell, assign, pledge, or otherwise dispose of such interest hereunder." As amended hereunder, all terms of the Agreement are hereby confirmed and remain fully in effect as Associate's limited liability company operating agreement. By signing below, the undersigned irrevocably consent and become a party to the Agreement as amended hereunder, which shall be binding on the undersigned and their respective heirs, representatives, successors and assigns. The terms of Associates' participating agreements under which the undersigned serve as agents for participants are hereby confirmed and remain fully in effect without change. To confirm the foregoing, the undersigned have signed below as of the date indicated. Date: As of November 30, 2001 Peter L. Malkin Anthony E. Malkin 9241 -----END PRIVACY-ENHANCED MESSAGE-----