Soliciting Material Under Rule 14a

0001193125-12-059260.txt : 20120214 0001193125-12-059260.hdr.sgml : 20120214 20120214114836 ACCESSION NUMBER: 0001193125-12-059260 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 EFFECTIVENESS DATE: 20120214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 60 EAST 42ND STREET ASSOCIATES L.L.C. CENTRAL INDEX KEY: 0000090794 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 136077181 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-02670 FILM NUMBER: 12604934 BUSINESS ADDRESS: STREET 1: C/O MALKIN HOLDINGS LLC STREET 2: ONE GRAND CENTRAL PLACE, 60 EAST 42ND ST CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 2126878700 MAIL ADDRESS: STREET 1: C/O MALKIN HOLDINGS LLC STREET 2: ONE GRAND CENTRAL PLACE, 60 EAST 42ND ST CITY: NEW YORK STATE: NY ZIP: 10165 FORMER COMPANY: FORMER CONFORMED NAME: 60 EAST 42ND STREET ASSOCIATES DATE OF NAME CHANGE: 19920703 DEFA14A 1 d301814ddefa14a.htm SOLICITING MATERIAL UNDER RULE 14A - 12 Soliciting Material Under Rule 14a - 12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

x	Soliciting Material Under Rule 14a-12
60 EAST 42^ND STREET ASSOCIATES L.L.C.
(Name of Registrant as Specified in Its Charter)


(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:




¨	Fee paid previously with preliminary materials:

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)	Amount previously paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

On February 13, 2012, Malkin Holdings L.L.C., the supervisor of 60 East 42^nd Street Associates L.L.C. (the “Registrant”), mailed the following letter to each of the participants in the Registrant:

February 13, 2012

To: Participants in 60 East 42^nd St. Associates L.L.C. (the “Company”)

Re: Empire State Realty Trust, Inc.

In November 2011, in a Current Report on Form 8-K filed with the Securities and Exchange Commission, we stated we were taking steps that could result in the Company’s becoming part of a new public Real Estate Investment Trust (REIT) being established for this purpose. Up to this point, we have been limited by securities laws as to what we have been able to say to you on this subject. We can now provide you with additional information.

We intend to consolidate into the new REIT the Company and certain of our other supervised entities, representing 18 office and retail properties, one development site, and five related management companies. This consolidation will only be effective upon an initial public offering of the REIT’s Class A common stock.

We have received the requisite consents for this consolidation from all entities we propose to include, except the Company and the two other publicly registered entities for which consent solicitation requires filing with the SEC of a Registration Statement on Form S-4 and related documents. Today, the REIT made such filing (which includes the consent solicitation statement of the Company and also constitutes a prospectus of the REIT), which would, after SEC clearance expected to take months, permit us to solicit these remaining consents.

We urge you to review the Registration Statement on Form S-4 and other related documents now filed or to be filed with the SEC, because they contain important information. You can obtain them without charge on the SEC’s website at www.sec.gov.

We will be able to commence the solicitation and provide further information to participants in the Company only after the SEC declares the REIT’s filed Registration Statement on Form S-4 effective, which we hope will occur later this year. At that time, the consent solicitation statement will be mailed to you.

In the meantime, we appreciate your patience and continuing support.

Sincerely,

MALKIN HOLDINGS LLC


/s/ Peter L. Malkin		/s/ Anthony E. Malkin
Peter L. Malkin		Anthony E. Malkin
Chairman		President

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The Company and its agents, the Company’s supervisor and its officers, and the REIT’s officers and director may be deemed to be participants in the solicitation of consents in connection with the proposed consolidation. The names of such persons and a description of their interests in the Company and the REIT are set forth, respectively, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and the Registration Statement on Form S-4, which have been filed with the SEC.